The Spectacular Third Season
by bigfatcarp93 mk2
Summary: A continuation fic of the Spectacular Spider-Man.
1. Chapter 1 - Motivation

AN: Alright, so here is an attempt to do a continuation fic of the Spectacular Spider-Man, a show that was tragically cut short much too soon. This comes with a couple disclaimers: for one thing, I am aware that other people have tried to make continuations of this show before. As such, I have deliberately gone out of my way not to read any of them, so as not to influence my own ideas. If anything I write here winds up resembling someone else's fic, it's a coincidence, because I haven't read any others. My sources of inspiration are the show itself, and the comics.

Second, I am, obviously, not Greg Weisman. I am aware of the structure he and his crew have said that they had in mind for SSM, with five seasons followed by movies, and I have to inform everyone that I am going to be doing things my own way, and will not necessarily be following this structure if it doesn't work out for me. Anyway, please enjoy!

MOTIVATION

 _Tell me there's something worse. Go ahead and try._

A young man sailed through the air, the rush of the wind filling his ears.

 _And y'know, it's kinda funny._

His feet touched ground, only for a split second before he sprung into the air again.

 _And I don't mean 'Ha Ha' funny. I definitely don't mean 'Ha Ha' funny._

Throwing his hand in the air, he tossed a line and began to swing.

 _But what's funny is that a year ago, I had the best summer of my life. Now I'm coming off the worst._

Letting go of the line, he made contact with the vertical surface before him, clinging like an insect.

 _First, my best friend's dad dies. I mean, he was an evil jerk, but even evil jerks deserve mercy._

He started crawling up the rows of windows.

 _And then there's Gwen and Harry... ugh, I don't even want to think about that right now._

He reached the top, leaping the small guardrail to land his feet on the roof.

 _And the crime... hoo boy, the crime this summer. With all the gang leaders on the downfall, I thought it would slow down. Nope. The uglies have been out in force, and I haven't been able to track down any of the leftover super-goons from Master Planner's crew._

He walked to the edge of the rooftop, looking out across the sprawling cityscape of Manhattan, dreary and glum-looking under a greyish-white, overcast sky. The usual New York sounds of car horns and sirens greeted him, muffled by the wind scraping across the high-rises around.

 _Even the WEATHER has been miserable for months. Where's the sun when you need him? Still..._

He suddenly leapt forward, diving from the roof dramatically. A thwip sound announced the release of a strand of silvery webbing from his wrist, launching upward and adhering to the guardrail he had just leapt. Hanging upside-down from the webline, the teenager examined his reflection in the windows on the side of the building; a small but still somewhat muscular frame, covered from head-to-toe in a red and blue costume, with intricate black webbing patterns all leading back to the jet-colored sigil of a spider dead in the center of his chest.

 _I am still Spider-Man, and I have a job to do._

Far below, the sounds of sirens had become a lot louder and closer. Spider-Man's eyes narrowed.

 _Speakin' a' which.._

Letting go of the strand, he entered free-fall.

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The sirens blared and tires screeched, cars honking all around in an epic cacophony that was not helping Otis' stress levels as he punched the gas. Ahead of him, taxis swerved aside and pedestrians hopped out of harm's way as the armored car barreled ahead at full speed. Otis wiped the sweat off his forehead, before returning to clutching the wheel in a deathgrip and staring ahead with bugged eyes and gritted teeth.

To Otis' right, his partner leaned out of the open passenger-side door, craning his neck to look at the pursuing police cruisers.

"Get back in here, man, you're gonna get jacked up!" snapped Otis.

His partner leaned back in and shut the door. "Oh, jeez, this is so wrong..."

"Chill. We just gotta lose the cops and we're good."

"We're gonna go to jail..."

"I SAID we'll be okay!"

"But what if the Spider shows up?"

Spider-Man landed on the hood with a loud _thump_. "Now, you wouldn't be talking about little ol' me, wouldja?"

"Oh no..." said Otis, a look of dread passing his face for a moment before being replaced by an angry scowl as he seized his pistol and raised it, firing through the windshield and spraying himself and his partner with chunks of broken glass.

Spider-Man effortlessly leaned to the side, the bullet passing him harmlessly. "See, here's the thing, uh... didn't catch a name?"

"It's Otis!" he snarled, firing again.

Ducking slightly, Spider-Man dodged the bullet while snorting with laughter. "Wow, seriously? I am truly sorry for you."

As Spidey spoke, Otis continued firing, to no avail. "Anyway, Otis, thing is, I kind have this Spider-Sense thing that warns me of danger, so I know exactly where each bullet is gonna go before it even leaves the barrel. Makes me pretty hard to shoot..."

 _Click._ Otis looked down at the now-empty weapon.

"...Which you probably wish I had mentioned earlier. Oh well."

Raising both hands, Spider-Man fired a pair of web lines from his wrists. The two criminals yelled in surprise as the lines struck them in the chests, only for Spidey to give the webs a sudden yank, pulling both crooks out of their seats and into his hands.

Standing up on the hood and holding both of them by the collars, Spider-Man threw them high into the air with incredible strength, before raising his right wrist to cast a huge, white net of webbing, which suspended itself between the buildings and caught the duo like flies.

Turning his attention downward to the still-out-of-control armored car, Spider-Man scrambled through the vacant windshield and into the cabin, where he quickly assumed the driver's seat and gripped the wheel just in time to swerve around a newspaper stand. His eyes widened, however, as he saw something ahead:

Standing in the middle of the crosswalk was a little kid in a blue t-shirt, with his back to the impending danger, looking the other way at a dense gridlock of taxis. The Spider-Sense kicked into high gear as time seemed to slow down, Spider-Man thinking at a million miles a minute.

 _Okay... I can definitely hit the brakes in time to not hit that gridlock, but not the kid... I can't swerve around him, I might hit someone else... if I get out to save him, the truck will hit the taxis, but if I stay here to hit the brakes, the truck will hit the kid... THINK!_

Spider-Man moved fast. Letting go of the wheel, he began to crawl out the windshield, while using his free hand to shoot a glob of webbing at the brake pedal, pinning it to the floor. Clambering back onto the hood, Spider-Man leapt forward with every ounce of strength he had, which happened to be quite a lot.

Between the truck's momentum and his, the hero launched through the air well ahead of the truck, landing deftly in the street right behind the kid. Wasting not a single second, he scooped the boy up in both arms and jumped straight up, just in time as the armored car came screeching right over the crosswalk. Backflipping through the air, Spider-Man wound up upside-down just in time to look down and see the roof of the truck passing less than an inch under his face.

The armored car managed to screech to a halt just in time, nudging the rear bumper of one of the taxis. Spider-Man landed perfectly, releasing the dazed and confused ten-year-old, whose mother quickly ran up to hug him.

Turning around, Spider-Man saw a trio of cop cars pull to a quick stop, the officers stepping out to survey the scene. He continued to look around, seeing a surrounding crowd of people gazing back. The mother and son, the crowd, and the police all stared blankly at the red-and-blue hero, unsure of what to make of him.

 _Okay Spidey_ , he thought to himself, _this is it. For once, an audience that isn't trying to throw bombs at you or bury you in sand. This is a chance to get the people on your side, so break out that signature wit, and say something really funny, and clever, and heroic, NOW!_

Spider-Man stared blankly at the crowd. "Um..." he pointed at the armored car, "I, uh, I stopped it."

Silence.

Somebody coughed.

Without another word, he shot up a web and swung away.

As he swung, he returned to his thoughts. _Well, that stunk. I think the embarrassment came closer to killing me then the gunfire. Still..._

He landed on a horizontal flagpole, looking up the street and watching as firefighters extended a ladder to retrieve Otis and his friend from the web. _That could have gone a lot worse. The crooks were caught, the armored car is safe, and nobody got hurt. I hope things stay this easy for a while..._

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"Things are about to get difficult..." said Dr. Kafka.

The woman kept her eyes fixed firmly on the screen as she typed, her fingers doing an elegant and high-speed dance across the keyboard. Watching the screen was getting more difficult by the second, as it kept flickering and flashing. Still, she did her best to keep up with the rows of text flying across the screen.

"There's no mistake, Doctor," said one of the orderlies. "Our power is being drained."

As if on cue, the lights in the already dim control room died, plunging Dr. Kafka and her two orderlies into near-darkness, the only remaining illumination coming from the yellow-green glow of the screen, which was now very intermittent.

"I can see that." Kafka deadpanned. "I think we can reasonably guess who's doing this. I'm going to have to try and calm him down."

Storming out of the control room, Kafka began down the bright white corridor running through the Ravencroft Institution at a fast walk, her heels clicking loudly. The two orderlies followed briskly.

"Doc..." one of them asked, "shouldn't we call the police?"

The lights flickered as she replied. "Only as a last resort. I don't want to upset the patients any more then has already been done."

They passed by several heavy cell doors, inside one of which a man's voice was howling, "YOU CAN'T KEEP US APART FOREVER, WE WILL BE VENOM AGAAAIIINNNN!"

At another door, a once-handsome, but now quite disheveled man pressed his face to the window. "Is it the power? Where's the power, I've got to have it, GIVE IT BACK TO ME!"

In another window, an ugly, red-haired man with gaunt cheeks and crooked teeth gave a leering smile before speaking a southern drawl. "Heya, Doc. Sounds like someone's gettin' some killin' done."

"Go back to bed, Cletus." The doctor said tersely.

Rounding the corner, she reached the passage she was looking for, where a cell near the end was flashing a bright, incessant green and yellow. Dr. Kafka began to slow her pace, approaching more cautiously.

"Max? Can you hear me?"

"Sorry?" came a voice from within the cell. It buzzed unnaturally, as though being put through a voice filter. "Not sure I heard you right, there, Doc."

She sighed. "Let's talk about this, Max. What are you doing in there?"

"I said I'M NOT SURE I HEARD YOU RIGHT! It sounded like you called me Max..."

Turning around, Kafka gestured to the orderlies to hang back, then began to advance towards the door. Reaching it, she found the light coming from the window was too intense to look inside. Shielding her eyes, she began to speak through the metal.

"Max, please just calm down."

"You know that's not my name anymore, Kafka."

She sighed again, finding herself in a difficult position. If she called him by the name he wanted, she was putting control of the conversation in his hands, and maybe reinforcing a negative example the other patients could follow. But if she called him Max, there was a chance of him losing his temper, which could be much worse.

Finally, she settled on giving in.

"Please, let's talk... Electro."

The door was blasted off its hinges, flying out and flattening her against the opposite wall in a huge flash of yellow-green lightning.

"WE HAVE A WINNER! HAHAHA!"

The crumpled metal door fell away from the wall, hitting the floor with a clang, revealing a badly bruised and unconscious Dr. Kafka, who promptly fell forward onto the wrecked door.

The orderlies were quick to draw nightsticks as Electro stepped out of his cell and into the hall. He was dressed in an insulating green bodysuit, with only his eyes visible through the glowing yellow goggles of his facemask. The orderlies were quick to note the metal rings on his wrists.

"I don't get it!" one yelled, "he's still in his power restraints!"

"Restraint? What's that?!" Electro yelled, whipping off his mask and revealing a face that could barely be seen under surging waves of gold lightning, with only the outlines of his manic eyes and grinning mouth visible. Raising his hands, Electro shrouded them in the same yellow-green lightning, burning away the restraints.

One orderly began to back away in fear, but the other held his ground. "Back in your cell, Dillon! I won't ask again!"

Still grinning at the man, Electro raised his hands, palms up. The lights flickered and died as two surging arcs of electricity emerged from the fixture above him and flowed into his hands. As the two orderlies watched in horror, Electro's energy began to change color from its usual green-tinged yellow to a bright neon blue. The hallway was illuminated with cool blue light, as the dark green bodysuit sizzled and turned black.

"OH, YEAH!" The supervillain yelled, his voice sounding more staticy and filtered than ever, "ELECTRO'S BACK, BABY! NEW AND IMPROVED!"

The frightened orderly backed away, crouching in an alcove in front a broom closet. His compatriot, meanwhile, was advancing. The hiding one turned and tried to get the closet open, only to suddenly be blinded as bluish-white light filled every inch of the hall. Rubbing his eyes and blinking several times to restore his blurred vision, he looked back out into the hall.

Electro was still down at the end, now walking this way, but the other orderly was nowhere to be seen... until he looked down, and noted a conical pile of smoking ashes on the floor. Stepping over the pile, Electro simply muttered "no real loss," and kept going, walking right past the alcove.

Standing up, the orderly, shaking with fear, watched Electro walk around the corner, then turned and ran to Dr. Kafka. Quickly checking her pulse, he turned and looked into the cell, which was very dark. Stepping inside, he drew a flashlight and directed it to the rear wall, where a newspaper, a months-old Daily Bugle, was tacked to the wall. Instead of showing the front page, the paper was pinned open to page five, which showed a picture of a man in a labcoat and mustache, with a headline reading 'ESU LAB UNDER NEW MANAGEMENT.'

Outside the front of the Institute, Electro stopped halfway down the steps, then looked up at the sky and grinned. "Dr. Warren, here I come." Surrounded by crackling blue power, Electro rose into the air and began to float away.

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Spider-Man tried to be quiet as he slipped through the open window of his bedroom, stepping softly to the floor and removing his mask, revealing the kindly face and messy brown hair of seventeen-year-old Peter Parker.

Peter turned around and slid the window shut as quietly as he could. _Nice!_ he thought. _Back without a sound, in time for lunch, and Aunt May will never know the difference._ He quickly got changed, his standard light-blue shirt and assorted other drab clothes. Anything to look unassuming.

"Peter!?" yelled a woman's voice from just outside.

"In here, Aunt May!" Peter called back, quickly tossing himself on the bed and snatching a book from his desk to give the impression he had been reading.

A woman of nearly sixty pushed open the door to lean inside, her silver white hair tied up in a bun. "Peter? How did you get up here?"

"What do you mean?"

"You left through the front door! I didn't see you come back in."

Peter could have hit himself in the face with the book. _MORON, MORON, MORON! How did I forget that?_

"Huh. Well, I just, uh, came in through the back."

Aunt May tilted her head. "...Why?"

"Just felt like it."

"Alright. Well, lunch is almost ready."

"Be right down!" Peter finished with a smile as she left.

The door clicked shut, and Peter dropped the book on his own head in annoyance at himself. He continued to sit like that for a moment, before leaping to his feet and going to his desk, where his computer sat directly in front of the wall where he had placed a large corkboard. Pinned to the board were mostly notes and papers, lots of it just old homework and complicated-looking science-y gibberish that would confuse Aunt May whenever she looked at the board. However, in the bottom right corner was a sticky note that, in bold, underlined black letters, told the board's true purpose: GET SERIOUS.

Smiling, Peter reached up over his computer and grabbed the board, pulling it away from the wall and flipping it around, before hanging it back up like that, now showing what he had really been using it for. A large strip of paper headlined the top, simply reading "AT LARGE". Beneath that, papers were lined in three vertical categories, each one headed by a photo of a different supervillain.

The farthest left category was headed by a photo of the monstrous Kraven the Hunter, with a caption reading "Sergei Kravinoff/Kraven the Hunter". Underneath, various strips of paper held such notes as:

KNOWN ASSOCIATES:

Doctor Octopus/Master Planner

Sinister Six

Lion? (WTF?)

Mysterious drums or something

KNOWN HIDEOUTS:

?

Where'd this wacko GET those powers, anyway?

The next column showed the ridiculous-looking fishbowl head of Mysterio, complete with more notes:

Mysterio/Quentin Something (Note to self: Google that)

KNOWN ASSOCIATES:

Doctor Octopus/Master Planner

Sinister Six

Chameleon

Beardy-glasses guy (Something Mason?)

KNOWN HIDEOUTS:

Old East Prop-house

The third and final column was headed with the photo of his first superhuman foe, the Vulture. Peter smiled at the twirly mustache he had long ago added to the photo in permanent marker.

Vulture/Adrian Toomes

KNOWN ASSOCIATES:

Doctor Octopus/Master Planner

Enforcers?

Sinister Six

KNOWN HIDEOUTS:

?

Looking back, Peter couldn't help but frown at the lack of new information he had collected over the summer. In three months, he was no closer to catching any of them. He really needed some help with all this detective stuff. It was probably a good idea to consult with Captain Stacy on this kind of thing, but he couldn't help but feel like he would be putting the Captain at risk going to his office again.

Leaning back in his chair and staring at the board, Peter sighed _. Oh well. At least I can be at the ready if any of them try anything big._ Figuring lunch was almost ready, he cracked his fingers, turned the board back around, and headed downstairs.

He could already hear the TV as he skipped down two stairs at a time; the news was on. _Good. Always good for leads._ As he reached the clean, airy living room, he saw the television and listened...

"Making this the fifth time the singer's baby was found driving her car!"

 _Okay... maybe not._

Aunt May stepped out of the kitchen behind him, and Peter turned to see her carrying a platter of excellent-looking sandwiches. "Hope you're in the mood for bologna!" she said cheerfully.

Peter quickly cleared a spot on the table. "More then it's in the mood for me. Anything good on?"

"Not today, I don't think." she said with a sigh, putting the platter down and taking a seat.

Once both seated, they each grabbed a sandwich and started to dig in. They had each made a sizeable dent in the platter when Aunt May turned down the news. "Now, Peter, we need to talk about getting your back to school supplies. I think we should go today."

Peter's thoughts quickly turned to the coming school year. He had hoped to have time to round up Mysterio, Kraven and Vulture before summer's end to leave enough time for Spidey to take a leave of absence while Peter Parker tried to, for once, NOT fall behind in his start-of-semester work. Balancing the two was not going to be easy. _Like it ever is,_ he thought to himself.

"Sounds good, Aunt May. I think I just need a few books, so money shouldn't be an issue this time around."

As he was saying this, Peter couldn't help but notice the story changing on the news, with a big "special report" header. Keen to see if one of the Big Bads was up to something, Peter turned the volume up, and was quickly disheartened to see where the reporter was standing.

"-Here at the Ravencroft Mental Institution, where there has allegedly been a major breakout."

Behind the reporter, Peter and May could see the front steps and door of Ravencroft, with police officers milling about, talking to staff and taping off the area.

"Sources within the Institute have verified that only a single, metahuman patient has escaped."

Peter's heart began to race. _Please not Eddie, please not Eddie, please not Eddie..._

"...Former electrician Maxwell Dillon, also known by the self-appointed moniker 'Electro'. There has yet been no word about casualties within the Institute."

Peter breathed a sigh of partial relief. _Okay, Electro. Electro's not too hard. I can handle Electro. And he's not nearly as brainy as Vulture, Kraven or Mysty, if I move fast, I might be able to track him down at any of his old haunts._ Peter nabbed another sandwich and got to his feet. "Hey, sorry, Aunt May, I'm gonna have to take this upstairs, I got some really important homework..."

"Peter, don't tell me you actually put it off all summer!"

"Heh, you know me, Captain Scatterbrained! Anyway, I should get on it..."

Sprinting back up the stairs, Peter stuffed the sandwich in his face and lamented how awful he was at excuses. He threw open the door to his room, took a seat at his desk, and booted up the computer. As it was turning on, he reached up and flipped the board again, revealing his makeshift profiling. _Alright,_ he thought, _just pop on Google images..._

'Internet explorer cannot display the webpage'

 _...or not. Alright, we'll do this the hard way_. Grabbing a sheet of paper and some colored pencils, Peter began to scribble. In about a minute, he had a... frankly awful doodle of Electro before him, with the electricity that was supposed to surround his head looking more like a ridiculous yellow mask.

 _Whatever, it'll do._ Peter tacked the picture up on the board, quickly scribbled out "Electro/Max Dillon" on a strip of paper, then began to think. _Okay, known associates... well, there's the Simpering Six, Master Planner... about it, really. All that tells me is that he might try to contact any of the baddies currently at large... and since I can't find them, that doesn't help at all. Hideouts?_

Peter tapped his chin thoughtfully; without the Six at his back, Electro had never really used a hideout. _His apartment, I guess. I'll start there_. Peter hurriedly tacked up what he had and flipped the board back around, before turning to get changed.

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The same report of Electro's escape, meanwhile, was playing on another TV on the other side of town. Situated on a table in the middle of an expensive, high-tech laboratory, the set was being watched by one Dr. Miles Warren. His bushy brown eyebrows tilted as he sighed heavily at the report. He knew what this was about, and what was going to happen.

Warren stood up and looked around the lab. His assistant, Deborah Whitman, was nowhere in sight, but it was best to be cautious. Striding across the lab, his coat whipping behind him as he pulled his cellphone out of his pocket, he threw open the door to the darker back room, and slammed it loudly behind him. With no time to waste, he held the phone up and began to dial, before bringing it to his ear.

"It's me. It's... it's Dr. Warren, Dr. Miles Warren? You remember? Yes. Listen, I... listen! I need your help. I can pay. Are you interested?"

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Spider-Man was in the wind again, sailing above Manhattan as he threw himself from webline to webline, heading for the former apartment of Max Dillon. _I doubt I'll find him here; even Electro's not impulsive enough to go right back to his house while the police are looking for him. Still, it's worth a try, I guess._ Up ahead, he could see the building in question. Letting go of his current web, he shot another on forward at the wall right below what had once been Max's window, and pulled, causing himself to launch forward.

Spider-Man landed deftly on the wall, his feet and fingers clinging to the bricks as he reached up to open the window and scuttled inside. His feet touched down on a dusty carpet, and he looked around, taking in the sparse, empty place _. No Spider Sense, so I know this isn't an ambush. And the place is pretty small, so unless Electro's hiding in the bathroom..._ He snuck over to the door and peered inside; empty.

 _Crud_. Peter thought to himself. _Well, this was a longshot anyway. I guess I should AAAAHHHH!_ Peter yelped out loud and jumped onto the ceiling as his phone rang, startling him in the silent apartment. As he clung to the plaster, he sighed in embarrassment at his own panic. He dropped back to the carpet and grabbed the cell from his belt, answering to make it stop it's rendition of "the itsy bitsy spider."

"Hello?"

Aunt May's voice came from the other end. "Peter, it's me. I'm ready to leave, but where are you?"

"Oh right, the school supplies! Listen, I'll... I'll have to meet you there, okay?"

"Why? What are you up to at the moment?"

 _Oh, you know, just snooping around the former home of a glow-in-the-dark psychopath, no biggie._

"Just... out with some friends. Out with MJ, actually! But I can meet you at the store in twenty minutes?"

"That sounds fine, dear. You tell Mary Jane hello for me!"

"Okay, bye Aunt May!"

As he hung up, he internally chastised himself. _Stop embellishing your lies, stupid!_ Sighing out loud, Peter tucked the phone away and scrabbled out the window.

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Dr. Warren paced his lab nervously. He was still holding out hope that his suspicions about Electro were incorrect, or that failing that, help would arrive before they were confirmed. He also needed to think of a way to get rid of Deborah if she should show up, and he didn't even WANT to think about the potential risks of her arriving while his guest was present.

All in all, it was a difficult situation that would have to be balanced very, very carefully.

After another twenty agonizing minutes passed, he heard a soft rustling in the shadows of the lab. Instinctually, Warren reached for the revolver he had made a habit of keeping in the back of his belt. He stared into the shadows, one hand on the cold gun. "Hello? Is it you?"

He was relieved to see the massive, hairy form emerge from the darkness, and to hear it a familiar growling voice speak in a thick Russian accent. "It is I, Doctor. Kraven the Hunter has returned."

Kraven was a beast of a man, in more ways than one. Seven feet tall and broad-shouldered, he was nevertheless noticeable less for his height then his animalistic appearance; an entire body covered in yellowish-tan fur (save for the huge brown mane), and the face of a lion, complete with yellow, slit-pupiled eyes, tended to be a head-turner.

"I am to assume you have work for me?" Kraven asked.

"Yes, and believe me I wish I didn't. Paying your fee will completely negate what you paid for your powers. Trust me when I say that I wish this wasn't necessary."

Kraven folded his massive arms. "So we have established I will be paid, all well and good. But you still have not told me what I am meant to be _doing_ here."

"Of course. Your former, ah, comrade, Max Dillon. Electro? I believe he may be coming here tonight, and I think he intends to kill me. I'd like you to keep him at bay, whether by force or convincing him to leave. You know him, after all."

Kraven began to prowl, looking around the lab, much of which had been rearranged since his last visit. "I know him little, but I am confident that I can defeat him if it comes to combat; though his power is great, Electro has little discipline, and even less intelligence."

"It's good to hear that you're so confident."

Kraven turned back to Warren, piercing him with a predatory gaze. "Why exactly do you believe, Doctor, that Electro intends to harm you?"

"That's-" Warren's answer was cut off by the click of the door. He dropped into a harsh whisper. "That's my intern, she can't see you here, hide!"

Not needing to be told twice, Kraven leapt silently into the rafters above, his great form hidden in shadows. Warren strode to the door, grabbing just as it was pushed open from the other side. As Deborah gave a start, not expecting the door to be stopped, she looked through the narrow opening and met eyes with Warren. "Oh, Dr. Warren, I'm sorry." she said in a professional tone. "Are you going out? I was just-"

"Listen, Deborah, now's not really the best time for you to be here."

"...Why?"

Warren gave a harassed sigh. "Because the lab is being cleaned right now, and I don't want anyone getting in the way!"

"I only need to grab some equipment, I'll be quick."

Before Warren could brace himself to stop her, she shouldered through and entered the lab. He whipped around and followed as she stormed in.

Deborah strode through the lab, looking around. "I thought you said this place was being cleaned? There's no one here."

Warren's eyes darted between her and Kraven, still hunched in the rafters, eyeing her. If she were to catch sight of him... instinctually, Warren's hand went back to the gun again. "It's... going to be cleaned. I said 'it's being cleaned tonight.' You must have thought I meant right now, correct?"

She looked at him. She could have sworn he had said "right now" and not "tonight..." But, she figured, he must have misspoke. "Yes, Doctor. Sure."

As she turned her back to him, opening a cupboard on the wall to retrieve her things, Warren paced nervously, one eye still on her, one hand still on his revolver. As this was going on, he happened at one point to put his back to Kraven's hiding spot, and the criminal got a good look at the hand holding the firearm. Kraven growled softly, remembering how much time Warren had spent adjusting his belt when they last met... the Hunter had assumed it was some kind of nervous tic. On one hand, he respected the Doctor's preparedness somewhat. Still, he would remember to keep a closer eye on Warren from now on.

"Okay, that's all." said Deborah, turning to leave. "Farewell, Doctor."

"Have a nice day, Deborah..." Warren said, relaxing. He adjusted his belt and exhaled, before turning to see Kraven already standing before him, having descended in perfect silence. "Now, back to business..."

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May Parker, having just paid fare, stepped out of the taxi onto a bustling New York sidewalk. Since her heart attack about ten months earlier, she preferred to take cabs as opposed to driving whenever she could, but _goodness_ they could _smell_. Still, she had arrived in one piece, and, checking her watch (she tended to forget that her cell could tell her the time), was happy to see that Peter should arrive any minute. She approached the crowded steps leading up to a shopping center, and was surprised to spot the shockingly red hair of...

"Mary Jane? Goodness, is that you?"

MJ, young, red-haired and green-eyed, spun to look at the old woman with a smile. "Oh, hey Ms. Parker. Here, it's chilly, you should get inside."

"Oh, thank you, Mary Jane..." May said as her best friend's niece took her arm and shepherded her through the doors, "But really, call me May."

MJ chuckled. "Alright, May. Is Pete here with you?"

May gave the girl a surprised look. "Me? Peter told me he was hanging out with you. I thought he had brought you along..."

MJ blanched slightly. She had a sinking feeling she may have just gotten Peter into some trouble. She hated fibbing to the old woman, but whatever Peter needed covering for, it was probably important... "Oh, no, I mean, he bailed prety quick, I just figured he had already caught up to you. Not really sure how I got here first..." _Nice one, MJ, solid save, A+._

"Oh, alright. Are you here for school supplies?"

"Nah, Aunt Anna picked those up a few days ago. I wanted to get some new gloves, mine are just getting a bit ratty. Oh, look, there's Pete now!"

As Peter (looking rather shocked at MJ's voice) walked through the doors, she ran over to greet him quickly, calling out, "Hey, you took off so quick, I'm surprised it took you so long!" She gave him a quick hug, using it as a cover to whisper, _"You better have a pretty good reason for why I just lied to your Aunt, Tiger."_

As Aunt May caught up, Peter caught himself quickly, returning their smiles and hugs while quickly sputtering, "Oh, right, I stopped to.. get a hotdog, y'know, nice warm dog on a brisk day and all that." As May patted his cheek, MJ smiled and shook her head a bit. "Well, you two have fun. I'm off."

As Peter and May headed off, he looked back and called "Later, MJ!" before silently mouthing _thank you!_

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Dr. Warren rifled through his filing cabinet, Kraven leaning against the far wall, arms crossed. He was watching the man closely. "So, Kraven... don't suppose you know what any of your old compatriots are up to these days? The ones not in the Vault, at any rate."

"I am here to protect you, Doctor, not idly converse."

"Doesn't mean we can't pass the time..."

"By which you mean, it doesn't mean you can't pump me for information. Kraven is not revealing Master Planner secrets to the likes of you."

Warren turned to smile at the Hunter. "Now, now, Kraven, there's no treachery here. What harm could I even do with the information of what, say... The Vulture is up to?"

Kraven stepped away from the wall, approaching Warren. "It is none of your concern what Vulture is doing, or any of the others. I may be willing to work with you, Miles Warren, but do not think for a moment that Kraven the Hunter _trusts_ you. I live by the Law of the Jungle. And the wise predator does not disclose information..." he leaned in close, glaring into Warren's eyes. His breath smelled of raw meat. To Warren's credit, he didn't back down. "...with _prey."_

The two's eyes remained locked for several seconds, before Warren forced another smile. "I was just chatting."

Kraven sneered and walked away.

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The bookstore was predictably crowded as Peter and May searched for his schoolbooks, dodging as best they could through hordes of like-minded teenagers and parents. Peter juggled an armload of books as May collected more of the ones on the list. Gazing balefully at the stack, Peter wondered aloud, "Sheesh, heavy coursework this year or what?"

"They're just trying to get you ready, dear. Not too far to college, now. Still set on ESU?"

"I don't see why not. It's in town, so I can still keep an eye on my favorite aunt."

"Mm-hm. Well, take these up to the counter, you little charmer, your favorite aunt needs to take a look at the cookbooks."

"Eyeing up the competition?" Peter asked.

"Hush now!" May replied with a smile. "You'll give away my secret!"

Peter staggered his way up to the counter, but with the stack of books blocking his view, he didn't notice the line until it was too late; he had already bumped into the blonde in front of him. "Oh, jeez, sorry, I didn't-" She turned around.

It was Gwen.

Gwen and Peter stared at each other in shock for a moment, then looked away awkwardly. Since she did away with her glasses and start wearing her hair longer, Gwen didn't even look like the same person to most people who knew her, though Peter could still recognize her instantly. They'd been friends a long time, after all.

"Um... hey." he managed.

"Hey." she said back sadly.

 _Hoo boy this is rough._ Peter thought to himself. He and Gwen hadn't seen each other or spoken all summer. He had tried calling a few times, but she never answered. And even before that, the situation had begun to get rather... complex.

"Hey, Peter!" _speaking of complex..._ Peter had some very mixed feelings as his best friend Harry Osborn joined them, quickly putting an arm around Gwen as he smiled at Peter.

"Hey, Harry. Man, I haven't seen either of you all summer... how are things?"

"Oh, great, great..." Harry said with a grin. Gwen was just staring at the floor. "We're just here with Gwen's dad, y'know, getting our school stuff... anyway, see you around, Pete!" They paid in a rush and hurried off. As Peter bought his books, his mind was troubled. _Gwen sure didn't seem happy there. And is it me, or did Harry almost seem... smug? Like he was... rubbing my face in it? No, c'mon man, you're just imagining it because he's with Gwen. Harry's been through a lot, it only makes sense he might seem a little off sometimes..._

Leaving the counter, Peter saw them still outside the shop, standing with Gwen's dad, Captain Stacy... _Captain Stacy! Of course! If I approach him as Peter Parker, then Spider-Man's not putting him in any danger!_ "Uh, hey, excuse me!" Peter sprinted after them, trying to catch the group before it faded into the crowd. "Captain Stacy, hey!"

Stacy, a middle-aged man with white hair to belie his age, stopped and turned. Seeing Peter coming, he told Gwen and Harry, "You kids wait in the car, I'll just be a second." As they left, he turned to meet Peter.

"Peter. Unexpected. To what do I owe the surprise?"

"Well, sir, I wanted to ask you some things. You see..." _Okay, come on, good lie this time..._ "...I'm taking Creative Writing this year..." _OR, Y'KNOW, THAT._ "...And as a pet project, I was thinking about writing sort of a crime thriller as a side thing this year, but I want to really... really ground it in reality, you know?"

"Now that sounds like a challenge. You know there's a reason so many of those stories are so exaggerated, right?"

"I know, I know, but I figured, what better way to make it work then with advice from an actual cop! So, if it's not too inconvenient, I was wondering if I could occasionally pester you with questions? Y'know, about criminals and stuff?"

Captain Stacy smiled. "Well, that sounds like a good idea. _Shrewd,_ even."

 _Huh? What a weird thing to say..._

"...Of course I'll help, Peter. You know I approve of all your endeavors. Anything you needed to know right away?"

"Well, okay... say a criminal had just escaped from prison. And he wasn't at any of his usual bolt holes... How would you find him?"

"Well, you should think a bit about the perp's motivation. Where would they _want_ to go, Peter? Like, take, for example... Electro. Just broke out of Ravencroft today. Where do you think he wants to go?"

Peter looked down, rubbing his chin. "Well... when Electro first appeared, he went to the Connors' lab for a cure... but that wouldn't make sense, he likes his powers now, he doesn't want anyone to... to get rid... of..." _OH. MY. GOD. Why didn't I think of that before!?_

"Brainwave, Peter?"

He looked up in shock at the smiling Captain. "Uh.. yes... listen, Captain Stacy, I have to go... thanks for the advice, bye!" Peter sprinted of through the mall.

"Good luck, son." Stacy muttered.

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After putting Aunt May back on cab, making up an excuse about wanting to go meet up with some friends, and scurrying into the bathroom for a quick change of clothes, Peter was once again in the wind as Spider-Man. _I hope I'm right about this..._ he mused as he swung between skyscrapers. _If Electro's headed to the ESU Lab, then I can take him down on familiar territory. And, hopefully, before anyone gets hurt._

As he changed course, so did his train of thought. _And another embellished lie I have to live up to, great. I guess I have to enroll in Creative Writing now, and write a crime thriller on the side. Hooray. On the bright side, though, now I have an excuse to ask Captain Stacy about criminology whenever I want. So yeah... that was pretty shrewd._ He landed on the opposing rooftop overlooking the lab as the sun set, dusk falling over New York City. _And now... I wait._

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As the gloom set in, Dr. Warren stood in his lab, back to the door, looking over some notes. Behind him, he heard a sizzling sound, but didn't turn.

Sparks flew from the doorlock as it melted, before the door flew open, and Electro stepped in. His suit was still burned black, but his lightning had reverted to its standard green-tinged yellow. In addition to the suit, he wore a devilish grin.

"Please, come in." said Warren calmly, not bothering to turn around. Electro was caught slightly off guard by this, but recovered and began to walk towards the scientist.

"You got any idea who I am?"

"Yes, it's Max something-or-other, isn't it? As I understand it, you used to work here before your... shall we say, your episode. Dillon, that was the one."

The supervillain stopped in his tracks, annoyed. Warren still wasn't looking at him "It's Electro! And yeah, I worked here, back under Doc Connors. Thing is, even when they asked him, Connors could never figure out a way to make me normal again. Guess he just didn't have the chops for it!"

"And you're afraid I do."

"I ain't afraid!"

"But you're worried that the city will commission me to take away your powers, and worried I'll succeed. So you've come to kill me, and stop that happening."

Electro grinned again. "Wow, you really are a genius. But not smart enough to try and figure out a way to stop me, or evOOF!"

With a mighty roar, a huge, furry form had dived from the shadows and tackled Electro, before tossing him bodily across the room. Sliding to a stop on the concrete floor, Electro scrabbled to his knees in a panic and looked at his attacker. "What the- KRAVEN?"

Kraven crouched and bared his claws. "Electro! In honor of our past partnership, I ask you now to stand down! Leave, or I will disembowel you!"

Standing, Electro glared and flared up his electricity. "Just try it, furball!"

"Or maybe everyone could just get along!"

Electro, Kraven and Warren all looked up in surprise at the speaker: Spider-Man, hanging from a web on the ceiling. "Wow, would you look at this? A heartwarming reunion between two old friends... would honestly be a shame if you two wound up doing any... disemboweling."

"MORE LIKE DISINTEGRATING!" Yelled Electro as he fired of two blasts, one from each hand and one for each opponent. Caught off guard by the arrival of Spider-Man, Kraven took the full blast in the chest and flew back into some shelves, the smell of singed fur filling the lab. Spidey, meanwhile, swiftly dropped from his web, avoiding the bolt just in time. As he dodged more blasts, he strategized on the fly. _Alright, first priority, let's get the old bug-zapper somewhere he can't do as much damage. Ugh, and second priority, let's not call him 'bug zapper' anymore, that does not bring a pleasant image to mind..._

Quickly jumping back to the ceiling, Spidey called out "Still not getting much aim practice in the loony bin, are ya pal?" as he crawled out of the skylight. Growling angrily, Electro ran to underneath the opening and pumped electricity from his hands straight down, the kinetic feedback from the two jets of plasma sufficient to propel him through the skylight and up onto the roof, where he was immediately struck in the back of the head by a small clod of webbing. "Argh, you little...!" he spun around and fired, but Spiderman was already dodging, pouncing and flipping all over the roof in unpredictable patterns.

"So, tell a little spider, Zappy," Spidey said as he jumped and ducked and flipped, "How'd you get out of the slammer, anyway?"

"Nice, huh?" Electro grinned as he tossed bolt after bolt. "I figured out that not only can I discharge electricity, I can absorb it, too! All I had to do was suck down enough juice from the nuthouse's main grid, and I broke out of my gizmos, ha ha!"

To his surprise, though, Spiderman was chuckling. Electro hesitated, his smile fading. "What? What's so funny?"

Spiderman came to a stop on the railing on the edge of the roof. "I'm sorry, it's just... you've had these powers for what, almost a year now? And you're _just now_ figuring out that you can do this? Wow."

Electro scowled and tossed more lightning, which Spidey easily avoided; "I mean, you were an electrician! You must have a brain in there somewhere!" another toss, another dodge. " _Oh man, and now you just explained it to me!_ Like a Bond Villain! Man, Maxie, for someone who's powers move at the speed of light, you're really pretty slow..."

Electro glared, gritting his teeth. "You know what I don't miss about the outside? You, constantly running your mouth!"

At that moment, however, he had noticed something else: an open junction box on the wall of the roof. Electro grinned. "Maybe it's time I _seared it shut!"_ Tossing a couple quick bolts to get Spider-Man moving again, Electro took advantage of the momentary confusion to run for the fusion box and jam his hand inside.

Immediately, all the lights for the campus began to flicker. Electro's energy was beginning to turn blue again... "Uh-Oh..." said Peter, quickly realizing what was happening. He shot a web, trying to pull the villain away from the source of his power; but the second it connected with Electro's back, Spidey was electrocuted, yelping in pain as the sheer power of the surge was enough to bodily launch him from the roof. As Spidey landed in the parking lot (regaining solid footing just before touching down), he observed all the lights in the area die, nearly plunging ESU into blackness... save for the bright, neon blue coming from the roof...

Spiderman webbed his way back up as quickly as he could, just in time to see the grinning blue-and-black form of Electro floating on a pillar of brilliant azure lightning. " _Time to even the odds!_ " Electro yelled.

"Um... can I tag out?" Spidey asked.

With a savage growl, Kraven leapt from the shadows, pouncing high into the air and swiping at Electro from behind, claws bared. The impact landed hard, launching Electro forward. "Ugh!" He flew ahead and hit the radio tower facefirst while Kraven the Hunter landed on all fours.

"...Oh. I wasn't actually expecting that to work."

Kraven purred, gazing hungrily at the hero. "It didn't. Don't think that Kraven forgot the whole reason he even came to United States... to prove himself stronger than the Spider." The two began to circle each other.

"Funny, I coulda sworn we already answered that question. Like, three times."

"Like you Americans say... if at first you don't succeed, try, try again."

The two were prepared to attack, but were interrupted by a sudden burst of electricity. Both the Spider and the Hunter ran for cover, hiding behind AC units as a shower of bright blue lightning raked across the rooftop. _"I'LL REDUCE YOU BOTH TO ASHES!"_

 _Well..._ Peter thought, _he hasn't mellowed down at all..._

Electro drifted back up to the roof, a look of rage on his face, and electric sparks flying from the slashmarks in his back. He was holding his hands out, blanketing the rooftop in scorch marks and dancing cinders. In the lab below, Warren hid beneath a desk as hot sparks showered down. "KRAVEN! HE'S DESTROYING MY LAB, HURRY UP AND STOP HIM ALREADY!"

In his hiding place, Peter was still thinking. _Alright, so, two super-losers at once. I can do this. I've done this before. And hey, these two aren't even working together! Boy, that's gonna make things (relatively) easy!_ Leaning out a bit, he found that, without exposing himself directly to the barrage, he had line of sight to Kraven's cover. _That'll work._ As he aimed a web, he vaguely heard Warren yelling something to Kraven. Ignoring it, he fired his line right at the AC unit that was shielding the Great Hunter. Before Electro could blast the line or Kraven realize what was happening and sever it, he pulled hard, tearing away Kraven's cover and yanking it over to himself.

With Kraven now unprotected, Electro refocused his attention. " _THAT HURT, FURBALL!"_ he yelled, focusing his hands together for a single, powerful blast. Kraven was already bolting, sprinting full speed across the rooftop on all fours in a desperate bid to find more cover. A single, spiralling beam of condensed lightning raced after him just as he reached the edge. Kraven jumped for freedom, but only too late as the high-speed jet of plasma found the corner of roof he had just jumped from, tearing it to pieces in a catastrophic blast, the shockwave of which caught the Hunter in midair, sending him out of control.

Kraven barely managed to dig his claws into the bricks of another of the campus buildings, and tried to scramble to safety, but took a bolt to the back. As his fur burned, the animal winced, baring his sharp teeth and growling in pain and anger. _"Hurts, don't it? Hahahaha!"_ Electro tossed more shots, Kraven quickly scrabbling to the roof in avoidance. He began to leap from roof to roof, fleeing as Electro flew after him, laughing and tossing lightning. Spider-Man, meanwhile, was far from idle. He ran from cover after Electro, both hands carrying a webline from which he still dragged the half-melted AC unit he had pulled away from Kraven.

Seeing an opportunity to attack from behind as one villain chased the other, he jumped after Electro and swung his makeshift hammer-throw in midair, letting go of the line as the AC unit arced in front of him, therefore flinging it right at Electro. "AAAAAAAHHHHHHHH!" Electro screamed as the person-sized machine struck him right where Kraven had cut him, causing him to fall from the sky and crash down on a rooftop. Now the ball was in Kraven's court, as the hybrid braked hard in his retreat, driving his claws into the roof to slow himself as he whirled around to face his former pursuer, before lunging straight forward.

Electro staggered to his knees, groaning in pain as he held one hand to his dizzied head. _"What is with everyone hitting me in the back today... HUH!?"_ He had no time to consider the irony of his words as Kraven came at him from the front, making use of his momentary confusion to land a mighty punch to Electro's fizzling and sparking jaw, launching the living battery back off the roof and into the campus trees below. On the opposite roof, Spider-Man ran to the edge and looked down, trying to make sure Electro was okay... a tactical miscalculation, as the spider-sense _barely_ managed to warn him in time as Kraven leapt the gap, taking a swipe at the arachnid.

Ducking, Peter spun around as Kraven landed behind him, turning to face his fellow genetic hybrid. "Sorry Whiskers, I forgot to ask... what are you even doing here?"

"Fullfilling a contract. And taking your head!"

With that, Kraven stepped forward with a quick swing that Spidey barely managed to dodge, followed by another and another. Avoiding these strikes had pushed him back against the edge of the roof, so... he simply let himself drop. Falling about ten feet, Spider-Man reached out and grabbed hold of the wall with his spider-powers, looking up to spot Kraven scrambling down the wall after him, snarling ferociously. All around, ESU students were poking their heads out of their windows, and snapping pictures of the confrontation on their phones.

As Kraven swiped again, Spider-Man simply jumped, a solid forty feet, across the way and onto the opposing wall, before running up to that roof. Becoming annoyed, Kraven mimicked the jump, sinking his claws into the brick... only for Spider-Man to turn around, looking down at the hybrid from the high ground. Raising his wrists, he began to pelt the Hunter with heavy clods of webbing. Roaring in anger, Kraven shielded his face, but could not stop the onslaught from loosening his grip on the building and dropping him fifty feet into the bushes below.

Spider-Man took a moment to catch a breath, but the respite was short-lived, as the bright blue glow was beginning to flare up again... "Aw, c'mon..." moaned Peter, turning to run as a jet of lightning crashed into the spot where he had just been standing. Electro rose up and began to fly after him.

" _YOU CAN'T GET AWAY THAT EASY, YOU LITTLE FREAK!"_ He yelled as he pursued the teen across the rooftops, spamming lightning all the way. Spidey hopped and dove, doing anything he could to avoid the souped-up blasts. A couple times, they came unsettlingly close to giving him a shock he wasn't sure he could get up from.

"Yeow! Sheesh, Maxie, turn down the lights, will ya? One might almost think you were trying to kill me or something!"

 _"HAHAHAHA! What a crazy notion!"_ he responded before literally spitting another bolt at the web-slinger.

Spider-Man reached an obstacle: he had come to the edge of another of the campus rooftops like any other... except it overlooked the football field, meaning that if Peter intended to continue in this direction, he would give up his high-ground advantage, and be a sitting duck... But Electro made the decision for him. As Spider-Man hesitated, looking for somewhere to swing to, Electro smiled, and, taking advantage of the split-second difference, launched himself right at the Spider, arms outstretched.

He tackled his foe from behind, yelling _"GOTCHA!"_ as he flew out across the field, holding Spidey in a death grip and pumping electricity into him. Spider-Man struggled; the electrocution _hurt_ , but he was sure if he could just get a solid grip... _Uh-oh._ He was trying to pry Electro's fingers loose, but they wouldn't budge. _So being super-charged like this also powers up his muscles... he's as strong as I am... hoo boy, this is gonna hurt..._

Finally reaching the opposite endzone, Electro raised Spider-Man up high, before throwing him with all his might into the turf, thirty feet straight down. The wall-crawler slammed down face-first, the impact digging a small trench in the ground which he became embedded in. _HAHAHA! TOUCHDOWN!"_ "

"Ugggghhhh... I call unnecessary roughing..." Peter slowly crawled from his hole in a daze, but Electro wasn't giving him a break, and fired a blast. The Spider-Sense flared, and Peter rolled aside as quickly as his pained body would allow, though he was still grazed by the searing beam as it tore through the dirt hole he had just escaped, kicking up a shower of soil and smoke.

Spidey staggered out of the cloud, clutching his side and looking up at his grinning enemy. Electro was the only source of light around, meaning that the entire field appeared bright blue... including Kraven the Hunter, who was charging towards his two quarries on all fours, his claws spraying dirt behind him. Seeing him coming, the webhead formed a quick plan... jumping out of the way of another arc, he began sprinting back up the field, right towards Kraven. Seeing him coming, Kraven's gaze intensified, his teeth bared, and his speed increased.

Electro, meanwhile, still hadn't ceased his attack, and was still throwing lightning bolts at Spider-Man, who listed left and right to avoid them, while still keeping a course right for Kraven. Closer and closer the two genetic anomalies came, only seconds away from impact. Kraven jumped forward, raising his claws and snarling, ready to finally end a hunt that had been over eight months in the making... grinning like a demon, Electro drew back a fist and then swung, tossing a blast powerful enough to cook the wall-crawler from the inside-out... Kraven reached the zenith of his pounce, ready to behead his prey, when Spider-Man simply yelled "Nope!" and fell into a slide, pasing straight _under_ Kraven... who took the full blast of Electro's lightning right in the face.

The sheer kinetic force that the burst of plasma was moving with was enough to send the Hunter spinning end-over-end in the air, to say nothing of how much the current had hurt. Kraven crashed down on the grass nearby. Spider-Man stood up, brushing himself off. "One bad guy down, and I didn't even break a sweat. Though I guess I did get grass stains all over my suit, so there's that... YEEOW!" He hopped to the side as another bolt grazed his foot. Electro was flying towards him, spitting lightning like there was no tomorrow.

Spider-Man jumped around, buying himself time to think. _Okay, now how to shut off the human lightbulb over here... oh, I got it!_ Changing course, he ran right under Electro and back towards the cratered endzone, prompting the maniacal malefactor to turn in midair to pursue. Spidey tossed a web up to the goalpost and pulled himself up, landing inside the giant "U" shape of the metal object and balancing there, turning to look at Electro. His pursuer stopped in the air and, predictably, threw more lightning. Spider-Man ducked, letting it pass over. Another blast, and he jumped up to cling to one of the poles. Another, and he jumped across to the _other_ pole.

This pattern continued for over a minute, with Electro growing increasingly frustrated as Spider-Man dodged every single blast, and never left the goal post, nor stopped jeering the entire time. "Wow, Max, make sure you never play pro! Kraven landed more hits then you, and he can't even shoot lightning!"

 _"THAT'S IT!"_ Electro yelled, launching himself forward. If Spider-Man wanted to stay on the goalpost so badly, then he'd pay for it. Electro landed on the post and reached down to grab it. He took hold, channeling a strong current through to fry anything in contact with the metal... but by that time, Spidey had already jumped clear.

Twisting in midair, Peter fired a web at Electro's wrist, grabbing hold and pulling. " _Hey! What're you-"_ with the force pulling him free, Electro's hands no long touched the goal, and Spider-Man was able to land safely on the pole again, quickly tying the other end of the web around it. Electro was trapped; one of his wrists was now tied, via a long web, to the pole. He could move around in theory, but couldn't get more than ten feet or so from the goal post. Still standing on the beam, he fired another blast from his free hand, but the arachnid spun a web and swung to the other pole, where he repeated his tactic: grab Electro's wrist with a line, tie it off to the pole. Electro was now immobilized, both of his arms suspended outward. _"Hey! Lemme go!"_

But Spider-Man was already making his way back to the other end of the field, zipping along via webs to hurry the process. Within seconds, he had reached the opposing goal. Passing it, he jumped up on top of the scoreboard, and looked back at the bright blue beacon that was Electro, still struggling against his bonds. He yelled across: "Y'know, Max, it sure is a good thing you charged yourself up like that! Y'see, even your muscles and bones seem to have been reinforced by the extra power! That's lucky, 'cuz otherwise, I'd be afraid to try this!"

Electro stopped struggling and looked back at him. _"Huh? T-try what?"_

Spider-Man fired two webs, one at each of the poles of his goal. And he held on. He began to lean far back on top of the scoreboard, stretching the lines out.. in fact, he was beginning to resemble a slingshot... Electro's eyes widened. _"Oh no!"_ He started to struggle again, even harder.

Spider-Man stretched further back... further...

With his feet, he let go of the board.

Electro winced as Spider-Man sailed through the air at astounding speed, shooting across the field like a rocket. He twirled in midair, ensuring that his legs were pointed towards Electro, and extended one outward as a kick...

 _BOOM_

Were Electro not charged to superhuman levels of durability at the moment, the impact of Spider-Man's leg would have easily snapped his sternum and gone through his vital organs like pudding. But his body held. He shot back so hard, the webs holding him in place immediately snapped, and he launched not only clear out of the field, but over several city blocks, screaming in a panic all the way.

With the light provided by Electro gone, the field plunged into darkness. There was a soft rustle as Spider-Man landed safely on the grass. _And that's two down. The impact should knock Electro out cold, and the cops'll find him before I do. Not a bad piece of work._

Twenty yards behind Spider-Man, a pair of eyes watched him in the darkness. Capable of seeing in the deadest of nights, the predator's vision had no trouble picking up the slight frame in the gloom. A powerful sense of smell picked up his blood, the scent of falling adrenaline and rising endorphins...

Powerful, quiet muscles slunk forward. There was barely a whisper of sound, indistinguishable from the wind itself as a mighty carnivore slipped through the dark, creeping closer and closer...

Spider-Man still had his back turned. He was gazing off into the distance, perhaps hoping to spot some sign of Electro. _This is my chance..._ Claws unsheathed without a sound. Padded feet made their way forward as softly as could be. The smell of grass was overpowering, almost nauseating, but nothing could detract from the scent of the kill...

He was only feet away now! A paw was raised... one good swipe to the back of the neck would be all it would take... sever the spine... _I HAVE HIM!_

Just... a little... closer...

Spider-Man whirled around and, without sight, punched Kraven right in the face. The hard blow knocked out the already weakened Hunter and sent him sprawling into the grass.

"...Stiiiiill not understanding the whole spider-sense thing, are we?"

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Ten minutes later, the football field was swarming with police. The power had returned several minutes ago, and now white light bathed the field as several officers questions students who had witnessed parts of the fight, several more held back the press, and yet several more were gathered around the crater where Spiderman had been thrown by Electro, taking selfies. A semi-conscious Kraven was strapped to a gurney, drooling while they rolled him to an armored transport truck.

Dr. Warren stood on the roof overlooking the field, watching the proceedings in silence, his labcoat fluttering in the breeze. He looked down at the scoring on the edge of the roof, where one of Electro's lightning bolt had struck. He leaned down and ran his hand over the melted asphalt...

As he did that, Spider-Man silently dropped to land on the wall behind him.

"So, you and Kravy Train seem to be on a first-name basis. What's that all about?"

Warren didn't react. He just stood up and turned to face Spider-Man, hand in his pocket. "I'm not sure what you mean."

"Not to mention, despite everything that happened, I can't help but notice that everything seems to have come up Miles Warren."

Warren smiled. "Yes, I suppose so. Do you have a point?"

The two stared at each other in silence for a moment. The only sounds were the breeze, and the distant police radio chatter.

"...Just that I think I'm going to have to keep an eye on you from now on." Spider-Man turned around and swung off into the night. Warren turned around and looked back across the field. His eyes focused in on that crater, and he got an idea...

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Peter crawled in his window, groaning in muted agony. With the adrenaline from the fight leaving him behind, all the hurt he had taken was catching up with him. Peeling off the costume, he looked at himself in the mirror: he had cuts, bruises, burns... he had bled a bit in this fight, that was always a good way of knowing it was one of the tougher ones.

Knowing that his improved healing would do its part, Peter sighed, slapped on a couple bandaids and called it a night. As he changed into his PJ's, he ran through the day in his head, checking to be sure that there was nothing he had forgotten. _Call friends? Nope, too late at night. Aunt May? Already in bed. Food? I've been smelling singed fur all night, I can't say I have much of an appetite._

Deciding there was nothing, Peter pulled back the covers and... _Wait a minute... I did forget something!_ Running over to his desk, he grabbed the bulletin board and flipped it around again, revealing his makeshift "most wanted" list. Smiling proudly, he reached up and happily tore down the Electro and Kraven columns, delighting in the feeling of tossing them in the trash. Left holding only the photo of Kraven the Hunter, he looked down at it.

 _I put away two pretty bad dudes tonight. They might've hurt a lot of people, and I stopped that from happening. That... is one heck of a feeling. And y'know what?_

 _Tell me there's something better. Go ahead and try._

AN: Do please remember to leave a review, those help a lot in motivating me to keep working.


	2. Chapter 2 - Development

DEVELOPMENT

'Internet explorer cannot display the webpage'

"Oh, come on!" Peter groaned in irritation; this was the fourth time he had tried to log on to the internet, only to find it unresponsive. The plan had been to log on to the Daily Bugle's new webpage (Peter was still finding it a little hard to believe that Robbie had actually talked the Jolly One into _that_ ; he could just imagine the rant about kids and their internetz now...) and set up his profile, but it was beginning to look like he'd have to do it at work.

 _Well, there's no time to worry about all that now, I've got a first day of school to get to._

 _..._

 _...Yay?_

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Far across town, sirens, radio chatter and police tape stood as the telltale signs of a major crime scene. The entire front of a bank was roped in the tape, officers moving in and out as they tended to a variety of tasks in the morning cold. Out front, Officer Jean DeWolff was taking a statement from the bank's manager.

"And you didn't see anything unusual before you left work last night?"

"No! Like I told you, everything was normal last night, but when I showed up this morning, everything had been... pillaged! And the vault was open!"

"And you're certain? No one... watching the bank, no strange customers hanging around near closing time?

"No, nothing like that. I pay special attention to things like that, I'm... er, well, I'm rather paranoid, I suppose."

DeWolff closed her notepad, finishing up. "Sir, you manage one of the largest banks in a city full of supervillains. I think there's a point where it stops being paranoia."

At that moment, she happened to notice Captain Stacy, and her own partner, Sgt. Carter, getting out the car that had just pulled up. "If you'll excuse me..." she left the manager behind and went to meet them. She quickly noted that the Captain looked _terrible_ , with noticeable bags under his eyes. "You okay, Cap?" she asked, quick to snatch up some coffee and push it on him. He took a grateful gulp before answering.

"Fine, DeWolff, just had to drop my daughter off at school."

"Doesn't Gwen usually take the bus?" asked Carter as the three ascended the steps towards the bank.

"Not since Master Planner grabbed her last Christmas, she doesn't. DeWolff, talk to me."

The three police officers stepped over the tape and entered the main hall of the bank; the marble floor was littered with shattered glass, but much of the rest of the area, from the exquisite desks to the nice lamps was untouched.

"Robbery late last night. At least four perps, maybe more, we're still waiting to hear back from forensics."

"Cameras?"

"All wiped. Even the _offsite server._ And they got the vault open. No drills or bombs or acid or anything, it looks like they scavenged some admin passcodes and slaved the computer."

"Pros, then. Point of entry?"

She pointed straight up, and they both looked up to see a shattered skylight. "How on earth did that not trigger the silent alarm?" Stacy asked.

"Looks like it was jammed. Whoever these guys were, they had some serious tech."

Carter stepped up next to his partner. "So what do you want us to do?"

Stacy thought for a moment while he downed more coffee. "...Talk to the manufacturers of these security systems. See if they can shed any light on what it would take to circumvent them like this."

Before they could respond, there was a loud thumping sound from a door on the far side of the lobby. Startled, all three officers drew their weapons on the door. _Thump, thump._ "What's through there?" Stacy asked as they slowly approached.

"Janitor's closet." DeWolff replied. "We couldn't get it open, it was locked from the inside."

The three officers stopped about forty feet from the door and spread out, with Carter and DeWolff taking side positions while Stacy maintained a bead from dead center. "This is Captain George Stacy of the NYPD! Whoever's in there, come out with your hands up!"

The door swung open with a crash as someone in a green boiler suit tumbled out; an aging fellow with a crisp mustache. "Thank god you're here!" declared the janitor. "There were thieves, a whole bunch of'em! I only barely managed to lock myself in the closet before they saw me!"

As the cops put their guns away, Stacy walked over to the man and helped him up, saying, "It's all right, you're safe now. Can you tell us anything about the guys who did this?"

"They all had masks... there were, like, five or six of them... they kept saying something about a plan... no, wait, not plan... Planner, that's it. A Master Planner!"

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Crowds of students swarmed the front courtyard of the highschool colloquially known as "M3" to teens and teachers alike. Peter looked up at the school from the steps, feeling as though the bright yellow brick belied the misery that undoubtedly awaited him within. _Ah, good 'ol M cubed. When I think back on all the good memories..._

 _..._

 _...Yep, not even one._

On any given school day last year, Peter's first instinct would be to find his friends, but that looked like a grim prospect today. Neither Gwen nor Harry had returned any of his calls over the summer - in fact, both, it seemed, had gone out of their way to avoid him. So tracking either one sounded like a bad idea... not to mention that the thought of having to see the two of them together left a rather unappealing taste in Peter's mouth. Another common practice from last year was to find his girlfriend, Liz... who, unfortunately, he had broken up with. So no.

Ultimately, it all left him with one option. _Gotta find MJ..._ Peter thought, worming his way through the crowds. _Oh, there she is... huh..._ MJ already seemed to have gathered with some friends, among them Glory Grant and Sha Shan Nguyen. The thought of being the awkward odd man out in a group of girls he mostly barely knew didn't sound fun either. _Oh well. Guess I'm slumming it out alone today. What was it Gwen used to say? 'Misplaced my clique', that's the one._

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Sure enough, Peter reached the start-of-year assembly... alone. Finding himself a seat high up in the amphitheater, he began to scan the crowd for recognizable faces. _Let's see... ah, there's Flash. All healed up, I see._ Indeed, the tall, blonde figure of Eugene 'Flash' Thompson was clearly no longer burdened with the leg injury he had been on the receiving end of last year, due to the fact that he was standing tall and pantomiming something to his two friends, Rand Robertson and Kenny Kong. Whatever it was, it must have been amusing, as all three exploded into gales of laughter, Flash's obnoxious bellow being clearly audible even from twelve rows of chatting students away.

 _Alright, now that I've successfully located the enemy encampment, who else do I see... yep, there's Hobie... Seymour… MJ and Glory... oh..._ He had spotted Gwen and Harry, the latter with his arm around the former. Peter couldn't see Gwen's face from here, but Harry definitely looked happy. _Well.. that's good, right? They're happy... and I'm not._ Sighing dejectedly, Peter slumped in his seat, staring into space while reflecting on the unfairness of it all. Just as he and Gwen were ready to get together, Harry's dad had died, putting her in a position where she simply couldn't leave him. Peter understood, but it still hurt. _I blame Norman Osborn. Dying at exactly the wrong time, because he turned out to be all evil. Stupid, smug... um... Lex Luthor wannabe. With his stupid face._

Certain he had been put in a bad mood for the day, Peter proceeded to sulk his way through the announcements, only half-listening... until the Principal said something that _did_ catch his attention...

"And we're not handing out physical schedules this year, either. We're going all digital, folks, so once you get home, hop on the Midtown website, put in your student ID, and you can download and print out a full schedule for yourself."

 _Right, okay, I can remember that. I just hope the internet's working well enough for the download..._

"For today, turn your attention to the school staff, and they can direct you to orientations for your classes and electives this year."

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The imposing, solidly constructed building in the middle of the open, fenced-in courtyard did not look any friendlier just because it was a sunny day. Two stories high, all grey brick and steel supports, with no windows and snipers on the roof. The out-processing facility was depressing-looking, but it was a definite necessity: criminals were held here temporarily until they could be moved to their proper penitentiaries, just waiting for the paperwork to clear for them to get shuffled off to wherever they were meant to spend the rest of their sentences.

Cleared through at the gate, Captain Stacy looked up glumly at the building before he parked, hoping beyond all that the person he was here for... wasn't the one he was _actually_ here for.

He more or less autopiloted through locking his car, walking to the door, flashing his badge and clearance, and being let in, lost in thought about the case. There were three major possibilities here: for one, it was entirely likely that the Master Planner's crew had been taken over by someone new, which would be bad. An unpredictable new player was never more dangerous than in the aftermath of a major power struggle, with all that dispossessed muscle and firepower floating around. The second possibility was that the janitor in the closet had just been straight-up lying, which seemed unlikely to the point of being silly.

Before he knew it, the guard was walking him down a dim concrete corridor lined with cells; not the high-tech supercages of the vault, but more basic, traditional cells only meant to contain criminals during processing and until trials. Captain Stacy was here, of course, to entertain the third possibility. That the Master Planner's identity was still who it had always been. For a stretch of two and a half months, a certain criminal had used that alias to hide his intentions in mystery, all the way from his first major schemes in early December, to his eventual capture on Valentine's Day. He hadn't escaped; but this one was a particularly dangerous criminal, and had been known operate his enterprise from within a prison cell in the past.

The guard stopped. "Here you go, Captain. Doctor Otto Octavius."

Inside the gloomy cell, sitting on the cot and staring at the floor, was the shadowed silhouette of a small, portly man. He spoke with a smooth, creeping voice that was like dead leaves slithering across snow. "Ah... Captain Stacy. What a pleasant surprise."

Stacy gave the guard a nod, and the guard left. Stacy sat down, cross-legged, on the concrete floor opposite Octavius. "Still in processing, Doctor?"

" _Please_ tell me you've come along to speed up my paperwork. Believe it or not, this dreary place has actually managed to make me miss prison."

"You might take that back once you reach the Vault."

Octavius chuckled in the dark. "Do you know why I've been stuck in this out-processing center for so long, Captain? Rhetorical. It's because they're still trying to gather evidence on my crimes. It's difficult, from what I gather, for them to figure out what the Master Planner did and didn't do." He looked up, so that the light reflected off his glasses. He spoke in a harsh whisper. " _This kind of solitude can drive a man insane, Captain."_

"You're already insane." Stacy replied dryly, without a hint of humor. "And I think we're rather lucky that the courts consider you beyond curing, or you'd have broken out of Ravencroft already."

Octavius stared at him for a moment. "Why are you here?"

"New player in town with a familiar name. Tell me Doc, has the Master Planner orchestrated any bank robberies recently?"

 _"Bank? Robberies?"_ Octavius' tone was offended. "What do you take me for, Stacy? I am not a common thug. I am Doctor Octopus. I have designs far beyond petty thievery. Do not forget the role you yourself played in thwarting my masterstroke, when for a mere second, this entire nation, this _world,_ was in my grasp. I want you to mark me, Captain, as I speak to you from this temporary cage. I am going to escape. I am going to find this impostor who _dares_ to shame my title... and kill them. I will kill Spider-Man, and Tombstone, and those four imbiciles in the blue spandex, and when nobody is left in my way, I will conquer this city and destroy any who dare defy me. And when I've done that, George Stacy, I am coming for _you."_

Stacy raised an eyebrow, then replied as calmly as he could. "So to be perfectly clear, you're claiming to have nothing to do with this one?"

"...Nothing whatsoever. I don't know who the masquerader is, Captain Stacy. But I would not mind at all if they eliminated all of my enemies for me."

Captain Stacy got up. "Thank you," he said with a hint of sarcasm. "You've been very helpful."

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Stacy considered his options in the car. Aside from being an unsettling experience, the meeting with Octavius hadn't really achieved much. There was nothing telling him that Octavius wasn't lying, aside from gut feeling. He wasn't wrong; a bank robbery did seem a bit beneath him... but then, was that the point? He recalled an instance where the Enforcers had stooped to robbing a bank, but only as a cover for their real goal, which had turned out to be a major gold heist. And that kind of smokecreen would be very in-character for Otto Octavius...

He shook his head to clear it. For now, just for now, he had to stay focused on the facts they had, not cook up elaborate theories. He still had plenty of evidence to chase down. It was going to be a long day.

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"It's gonna be a long day." Peter said outloud to himself as web-swung home in costume. He really needed to get to work, but he wanted to pass by home first to start the download on the school schedule; with his house's slow internet speed, that was liable to take hours, and he wanted to be sure it was done by tonight so he could review the schedule before bed.

Coming to a rest atop the roof, he slid down the back quickly, scurried through his window, unmasked and hurried to the computer without bothering to change, since he was about to head back out. He wasted no time in opening up the browser, and-

'Internet explorer cannot display the web page'

"...You have got to be kidding..." muttered Peter darkly. He ducked under the table, making sure the modem was plugged in, and tried again, with the same results. Peter stared at the screen, rubbing his chin thoughtfully. A couple minutes later, he had gone ahead and changed back into his usual attire. Dropping from his window, he quickly snuck around the house to enter through the front door, making sure Aunt May heard him.

"Oh, hello, Peter." she said happily from the sofa. "You're home early."

"Hey Aunt May! Haven't been to the Bugle yet, actually. Gotta take care of something."

He sprinted up the stairs and into his room, waited a few moments to be believable, the hurried back down.

"Um, hey, Aunt May? Did you remember to pay the internet bill?" he asked, coming to a stop at the bottom of the stairs. She hesitated a moment before answering.

"Um... no, dear, I... wasn't able to fit that in this month. I'm sorry."

Peter leaned against the wall, staring at the floor and rubbing his head. _It's always something..._

"You don't need it right now, do you?"

"Well... we were supposed to download our school schedules. B-but it's okay!" he added quickly as she started to get a guilty look on her face. "I can just do it from work!"

"Ah..." May looked relieved. "Well, in that case, you'd better hurry off!"

"You read my mind."

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The first impression Peter got as the elevator doors opened into the Daily Bugle bullpen was that there had to be a fire, or some other kind of disaster, in the office to elicit this amount of chaos. The Bugle could always be a bit hectic, but this was a whole new level: people were shouting at each other, running around, knocking over chairs and slipping on papers that had been strewn across the floor. Peter quickly looked around for the emergency, but all of the anarchy seemed to be self-perpetuating. There was noise and pandemonium everywhere, but above it all, as always, one voice was by far the loudest.

"I KNEW THIS WOULD HAPPEN! I KNEW IT! FOSWELL, GET OUTTA LINE, PEOPLE ARE WAITING FOR THAT! WINTERS, GET OFF YOUR KEISTER AND BRING ME THOSE FILES LIKE I TOLD YOU TO SEVEN POINT FOUR MINUTES AGO! _AND WHO SPILLED THAT COFFEE!?"_

The scratchy, stentorian voice was unmistakably that of J. Jonah Jameson. Any thoughts Peter had of asking the boss what was going on flew out the window (as was a bagel at that very moment) at the sound of the cacophony; Jameson was disagreeable enough at the best of times, and at present he sounded downright volcanic.

Peter looked around quickly, casting for a familiar face, and found it as he spotted Jameson's receptionist, Betty Brant. The young woman was looking worse for wear; her normally neat, short brown hair was sticking up in several places, and her teal blouse was splattered with fresh coffee stains as she jostled her way through the discord towards Jameson's office, holding a stack of notebooks.

"Hey, Betty!" Peter called over, raising his voice to Manhattan-rush-hour volume, "BETTY, WAIT UP!" As she looked around, Peter elbowed his way towards her, using just a _hint_ of spider-strength to help himself along without being conspicuous.

"Peter!" she said, exasperated. "Fine time! Look, I'm sorry, I can't stop to talk, find Robbie, he'll tell you-"

"WINTERS!" Bellowed Jameson from the office. "FINALLY! NOW, I JUST NEED... BRANT!? _BRANT!?"_

"Coming!" she called, forcing her way through without a backwards glance. Peter whirled around and scanned the room (ducking as a binder flew towards him) for several seconds before spotting the black, close-shaven head of Robbie Robertson across the room, yelling at someone. Peter began struggling over.

Robbie was just finishing up the shouting match as Peter reached him. "And I don't care if 'Spider-Man did it first', Ben. It's a story, and it's not going to report on itself!" As the person he was yelling at shuffled off to join the tangled mess of employees, Robbie leaned against a water cooler, sighing and pinching the bridge of his nose.

"Hey, Robbie?"

"Peter? Look, I'm not sure if now is-"

"FOR THE LAST TIME, LEE, NOOOOOOO!" Jonah screamed. Robbie continued.

"-the best time to bring in pictures."

"Yeah, I was getting that impression." Peter stepped backwards to avoid a harrassed-looking reporter as they sprinted towards the elevator. "What is [i]going on here!?[/i]" Peter asked, staring around at the carnage in awe.

Robbie sighed again. "The website crashed, along with the entire server, just as we were getting everything ready for print. Now everything's a race to try and get our stories out on time, and without net access, we're falling back on old resources we haven't had to use in years."

Peter slouched against the wall in dismay. "Argghh... I only came in because I needed to use the net..."

"Sorry, Peter, but the tech boys say it'll probably be down all day. Shame, too. That Master Planner bank heist looked juicy."

"Yeah, I guess I'll just-" Peter felt a sharp chill go up his spine. "Wait... _what did you just say!?"_

"Oh, last night New York's favorite voice-modulated felon hit a bank, but Otto Octavius is still behind bars. Cops think we're dealing with a copycat." Robbie narrowly dodged a flying Danish. "Look, Peter, I've really got to get back to the grindstone, here..."

"Of course, sorry..." Peter said distractedly, turning and making his way back to the elevator. Finding it having just emptied, he got in, unaware of the piece of graph paper stuck to his shoe.

The sudden drop in noise as the doors slid shut gave Peter time to think. _Great. Fantastic. And on top of everything else, Big Bad numero dos is causing trouble again. Except... except Robbie said that Awful Otto was still snug in prison... which means that someone else is parading around calling themselves "Master Planner"... you'd think they'd try a name that rolls off the tongue a little better._

It didn't take Peter long to decide that there was only one thing for it. _I should call Captain Stacy, see if he'll tell me anything about the last robbery_. Still in the elevator, Peter retrieved his phone and hit the speed-dial, holding it up to his ear and the other end rang.

"Come on..."

"George Stacy's phone." said a girl's voice. Peter froze. _Oh. Right. Gwen._

"Uh... um..."

"...Peter?" asked Gwen in a surprised whisper.

Peter stared blankly into space for a moment. His brain, usually running at a million miles a minute, seemed to have gone dead. "Um... hi, Gwen."

There was a moment of silence, during which time the elevator door opened into the building's lobby. Peter jogged out, still unknowingly giving a bid for freedom to a sheet of paper.

"Um... so... hi." he said meekly, before he heard Gwen take a breath. For a moment, it sounded like she was about to start talking... a lot... but she just stayed quiet for a few seconds before asking:

"Why are you... calling my dad?"

"Oh... well... I needed to ask him some stuff, but if I could talk to you, that-"

He was cut off by the slightly distant sound of Gwen calling, "Daaaad! Phone!"

Peter winced. It was the first time in months that he'd had a real chance to talk to her, and he'd blown it by stammering like a moron.

He stopped outside the double doors of the Daily Bugle's building, waiting, and thinking.

"Y'ello?" asked Captain Stacy from the phone.

"Oh, right! Captain Stacy, it's Peter!"

"Ah, hello. How can I help?"

"I had another question for my story, are you busy?"

"Not at all, shoot."

"Well, it's about that bank robbery last night... I heard about it at the Bugle, and I was wondering... I mean, I thought I might work parts of it into the story, you know? So... I mean, if you can't say anything, I understand..."

"No, I think I can help a bit."

Peter cut through a nearby alley, before looking down and noticing the graph paper stuck to his shoe. "Well... was it really Master Planner?"

"It wasn't Otto Octavius. Probably. He's still locked up and it doesn't fit his MO. What we're likely looking at is a copycat."

Peter reached down and peeled the paper away. "Right. So, since it isn't Doc Ock-"

" _Probably_ isn't, Peter. Never jump to conclusions when you don't have all the facts. Every crime fighter should keep that in mind."

"Right, sorry." he said, now holding the paper in one hand and the phone in the other. He continued as he walked over to a dumpster and deposited the grid-patterned stowaway. "But acting under that assumption... what would be your next move in trying to catch them?"

"Well... if they hit one bank, odds are they'll hit another. I suppose it'd make sense to stake one out. Tonight would be a likely time, as the perps will want to act fast, while they assume we have yet to pick up any leads."

"Right... stakeout... that makes sense..." Peter had a feeling he had just figured out how he'd be spending tonight. "Well, sir, it's getting late, so I'll just-"

"Hang on a moment, son. I wanted to ask you something as well."

"Alright?"

"Peter... you're friends with this Osborn kid, right? The one Gwen's been seeing?"

"Oh, yeah, sure. I mean, Harry and I are like brothers."

"Mm-hm. And you'd say he's a good kid, right? A straight shooter?"

"Well, yeah. I mean, if we didn't think that Harry was a great guy, me and Gwen wouldn't have spent so long hanging around with him."

Captain Stacy was quiet for a moment. "I see. Thank you, Peter."

"Sir... what's this about?" Peter left out the other side of the alley and made for the bus stop. On the other end, Captain Stacy sighed.

"Peter... something's been... up with Gwen this past summer. Not so much at first, maybe, but she's started to get moody and... secretive. And I know she hasn't been answering your calls. Now, I hate to go behind her back like this, but I know you and Gwen have been close for a long time, and I wanted to get your opinion."

Peter sat down at the stop. "And you thought this might've had something to do with Harry?"

"It crossed my mind. The kid's... I don't know, he's always been a little... formal around me. Guarded. Almost like playacting. And I've seen that kind of thing before, when someone really smart wants to hide something... but if you're willing to vouch for him, then I'm probably imagining it. And goodness knows Gwen does nothing but sing his praises."

"Right... listen, sir, Harry... lost his dad recently, in more ways than one... if he's acting a bit strained, it's probably just some weird way of coping. I wouldn't worry about it. And for Gwen..."

He paused. He had a feeling that he was pretty sure what was up with Gwen.

"...I'm... sure she'll get better."

"Right. Well, thank you for your insight, Peter."

"Yours too, Captain Stacy. Bye."

Peter hung up just as the bus arrived. He smiled as he stepped on, confident that he had gotten the answers he was after. But as the ride went on, and he replayed the conversation in his head, something, and he wasn't sure what, started to bother him. By the time he disembarked, Peter was no longer smiling.

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Late at night, Spider-Man sat perched on the edge of a rooftop overlooking New York's _second_ largest bank. Having being deprived of Wikipedia, Peter had resorted to old-school phone books to find his - or rather, the new Master Planner's - quarry. He snuck out a little past midnight, waiting until he was certain Aunt May was asleep, and had made his way out to begin his first stakeout.

Having seen stakeouts in movies and cop shows, and understanding the concept in full, Peter more or less knew what to expect: he had no delusions about the fact that this would be a lot of _waiting._ However, the issue he ran into was a sudden realization of the fact that in all of those cop shows, they were always able to pass the time by having a partner to talk with (usually about their present character development) to pass the time. Spider-Man, of course, had no such luxury.

 _Maybe I should get a partner,_ Peter mused as he stared down at the brick building. _Or a sidekick, or a team. Spider-Man and his Amazing Friends. Too bad that whole Colonel Jupiter thing never worked out. Hah, imagine the Jolly One's face if his son and Spider-Man became full-time buds. And I'd like to see Rhino drop a parking garage on me when I've got my own heavy hitter... man... I should drop by Ravencroft some time, see how Colonel Jameson's recovering. He really deserved better_. Peter looked over at a pigeon that had just fluttered down to a rest on the edge next to him. The pigeon gave him a dopey, moronic-looking stare. "What are you looking at?" he asked.

It blinked stupidly.

Peter's thoughts turned once again to his conversation with the Captain, and his growing unease ever since. _I don't actually think... Harry couldn't be... mistreating Gwen, could he?_ At the notion, Peter actually laughed outloud, startling the dimwitted bird next to him into flying away. _Wow, when I actually think it like that, it sounds ridiculous. Harry would never hurt a fly. And it's not like I was lying to Captain Stacy. Harry IS like my brother, and he'd never do anything to hurt Gwen._ Even as Peter came to that conclusion, though, a recollection of another voice crept through his mind...

 _"What's the matter, 'bro'? Spider-Sense didn't tingle?"_

Peter shuddered. There was someone else, after all, whom he had considered a brother, who he had also thought would never hurt Gwen... but there she was in his memory, clear as day, hanging from a black web, about to fall...

Spidey shook his head clear. _Harry isn't Eddie. We've been through too much together. He'd never get that bad. I was right the first time, he's just acting weird because of his dad._ Peter was trying to reassure himself, but... something was still nagging him. He kept thinking about how Gwen had been acting lately. The other week, at the bookstore, it had been almost like she wasn't there... and his impression that Harry had seemed smug... _Stop that! You're imagining it! Harry was just happy to be out with his girlfriend, and Gwen's just been bothered by... that thing we talked about, just before summer started..._

Peter started trying very hard not to think about that. _Come on, let's change the subject here... like, what about Captain Stacy? Does he... does he know I'm Spider-Man?_ This had been on the back of Peter's mind for months. In the midst of last semester, during a short but brutal gang war between Tombstone, Silvermane and Doctor Octopus, Spider-Man had worked with Stacy closely to try (and, for the most part, succeed) to bring the three crime lords to justice. During that time, Stacy had _pretty heavily_ implied, on multiple occasions, that he knew that Peter and Spider-Man were one and the same. A habit which, as of late, he seemed to have dropped into again. " _Never jump to conclusions if you don't have all the facts. Every crime-fighter should know that." See, from the way he phrased that, it really sounds like he's calling me a crime fighter._

 _I'm not really sure how I feel about this. I mean, on one hand, I guess it's nice having someone know my identity who isn't a seven-foot fanged monster... but I can't help but feel like this is putting him at risk. I should probably talk to him about that, make sure he doesn't get in over his head. It's gonna be tough to bring that up, how am I going to manage that? Man, I wish those guys on the bank would stop talking, I'm trying to think. Maybe if I just approach him at the station... wait a minute..._ Peter looked down at the bank, where a group of people in black were sneaking around.

"Oh! Who's the stakeout king? I'M the stakeout king!"

Standing up, Spider-Man spied six felons, all gathered around the roof access door. They all had their hands to the sides of their heads, as if talking on earpieces. Spidey tossed up a webline, hopped up, and swung across the street, aiming his feet right at one of the crooks. The man turned and looked up just to late to call out before a powerful double kick took him off his feet, launched him three meters, and caused his unconscious form to sprawl to the ground. The other five didn't hesitate, four of them drawing compact firearms and opening up, spraying bullets at the web-head, while another ran for cover and quickly activated his comm link.

The bullets weren't a problem. Spider-sense flaring, Peter flipped through the air, twirling and twisting to avoid every single round before it even left the barrel. He gave an exaggerated sigh, barely audible over the gunfire. "Guns? Really, guys? Again? Don't any of you know any other tricks?" Launching webs from midair, he grabbed two of the submachine guns and yanked them away from their owners, before landing briefly and tossing them over the edge. He only touched down for a split second before leaping once more to dodge more gunfire, grab the last two guns, and throw them overboard as well. Spider-Man landed again as the four disoriented gunmen came to terms with the fact that they had been disarmed. Behind the roof access, he could hear the one who ran talking to someone: "Boss, we have a problem! The Spider, he's here, we need backup!"

The disarmed criminals, meanwhile, were circling Spider-Man, fists bared. "Aaaaaannnnd now the punching," he quipped. "You guys are setting new records for predictability. So let's see... next you're going to rush me-" two of them charged from opposite directions- "yep, called that." Jumping towards one of his aggressors, the wall-crawler grabbed his shoulders and quickly went over him, while at the same time pushing him towards his counterpart, smashing them into each other and causing them to collapse in a tangle of bad guy. Spidey turned towards the other two. "And now... wait, let me guess... Oh, you're gonna run away! Amiright!?"

They bolted.

Peter sighed. "Never fails," he said as he fired a pair of weblines, grabbing each perp by an ankle and pulling them over, causing them to crash into the roof and bringing an end to their short-lived escape. None of the four had been knocked out, but they were all lying on the ground, groaning in pain. "Not bad!" said Spider-Man, putting his hands on his hips proudly. "That just leaves one. Now..." he turned and looked at the stairwell entrance. "...If I were a complete tool, where would I hide..." he began walking over, only to get a spider-sense burst at the last moment before the robber jumped from hiding with pistol in hand, and fired at the most red-and-blue thing he could see. Reacting in a heartbeat, Spidey ducked, grabbed the gun with a web, pulled it away, then jumped forward and punched him out with a single blow.

"Oh, right." he said, standing over the crook. "If I were a complete tool, I would try to shoot Spider-Man. Duh."

He turned back to the main group of downed criminals, one of whom was staggering to his feet, holding his skull and moaning in pain. Spidey shot a web to his chest and pulled him over with a single tug, grabbing him by the collar. "Now, then, Captain Concussion, let's have a nice little chat about your boss before I kick you over to the police. What can you tell me about Master Planner?"

The thug gave him a dazed look, then looked over Spider-Man's shoulder and smiled. "Why don't you ask him yourself, webs?"

Spidey scoffed over the sound of a strange electronic whine. "Oh, please, like I'd fall for-" he hesitated, and focused on the sound. _Wait a minute... where do I know that noise from?_ Just as the thought was passing through his head, he felt a surge of spider-sense and dove to the side, carrying the goon with him as they both rolled across the rooftop and several bladed projectiles launched down at high-speed and embedded themselves in the location where Peter had been standing a second earlier. Dropping the criminal to the side, he looked briefly at the blades - three of them, dark in color, each a foot long - before looking up for the source of the strange noise, and spotting a birdlike figure circling high above on vast wings.

Spider-Man stared incredulously. " _Vulture!?_ You're the new Master Planner?"

The Vulture hovered to a stop fifty feet above the roof, leering down at his prey. Adrian Toomes was a little over sixty years of age, with a head as bald as a monk's, beady eyes, and a hooked, beakish nose. He wore his usual battle attire: a red and dark-green, armored bodysuit with a boxy hump on the back, complete with large, bladed wings attached to the arms. Looking closely, Peter noted that the wings looked a bit different from before; they seemed to be more segmented, made up of many, smaller blades so as to more closely resemble the feathers of a bird's wing. He also noticed that a few of these feathers were missing...

The Vulture floated in the air without flapping his wings, an evil grin on his face. The mechanical whining, as usual, was coming from the technology inside his harness.

"Surprised to see me, Spider-Man?" the old man jeered, with a nasty voice befitting a serial killer.

"A little, I didn't know the old folk's home was allowing walkabouts this late. And what are you doing running a crime ring, anyway? Didn't your whole motive for going all loopy come back to wanting to get even with Norman Osborn?"

"Just so. While I would have liked to finish the old leech myself-" _Oh, that's rich..._ Peter briefly thought, narrowing his eyes- "I'll just have to be satisfied that he got what he deserved. And considering that he stole my life's work away from me, I decided that a good item to sit next on the agenda was money. So.."

Peter finished for him, putting the pieces together. "So when Octopus went to prison, you took over the Planner's crew yourself..."

"I was his lieutenant, after all, is the position not rightfully mine?"

Peter snorted with laughter. "Beaky, the only thing that's 'rightfully yours' right now is a pile of birdseed laced with a strong sedative."

"Mock me if you will, Spider-Man. But I am the Master Planner now, and with you gone, I shall set my sights on conquest of this city. You men!" he snapped, turning his attention to the still-recovering henchmen. "Return to the hideout at once! I will deal with this annoyance myself!"

The Vulture spread his wings upward, the feathers slicing together to create an audible _shing!_ sound. "Today, you die, Spider-Man!" Spider-Man backflipped off the roof just as Vulture swung his arm downward, two of the feathers detaching and shooting downward at high speed, sufficiently fast and sharp to pierce the roof once more. Letting himself fall several stories before grabbing the wall, Peter took a moment to collect his thoughts. _Okay, let's see... Vulture. What do we do with Vulture... taking out his backpack won't work anymore, not since he armored it up... what about his cowl? That worked last Christmas._

Waiting for the distinctive whine of Vulture's Tech-Flight, Spider-Man swung into action, looking up to see the birdlike supervillain descending, and aimed right for his head... before realizing that there was no cowl. "Ah!" he yelled in surprise as Vulture fired two more feathers at him, prompting him to twist around in midair and shoot up a web, swinging out of the way just in time. Spider-Man began to web-swing down the concrete canyon as fast as he could, Vulture laughing as he pursued.

"Ha ha! What's the matter, Spider-Man? You were expecting it to be as easy as pulling off a bit of headgear again!? I always learn from my mistakes!" As he spoke, he launched more feathers, which were dodged. "My new and improved harness bolsters advanced weaponry, and none of its previous weaknesses! I think you'll find me quite undefeatable this time!"

 _Oh,_ Thought Peter. _Well that's great. Vulture mark 3, now with creepy-old-man-fu-grip._ He continued to swing away, leading Vulture on quite a chase, while yelling back, "Sorry, Birdface, I'm a little confused: how exactly is shooting feather-swords at me supposed to count as 'advanced weaponry?' I mean, maybe that was advanced when you were growing up... y'know, in the Dark Ages..."

Vulture laughed again. "Oh-ho! You want to see something even more impressive! I will be happy to oblige!"

Vulture braked in midair, curled his wings towards himself, and then swiped them outwards, his suit releasing a high-pitched scream as a rippling, person-sized orb of distorted air flew towards Spider-Man.

Peter felt the tingle of impending danger, but, expecting to only have to avoid more feathers, was caught off guard as the sonic sphere connected with him in midair. Blasted off-course, Peter crashed hard into a rooftop. "OOF!" he yelled as he slammed down and rolled to a stop. Though badly disoriented, he recovered as quickly as he could, climbing to his feet and rubbing his pained head. _That... that felt familiar... sounded familiar, too..._ He looked up at Toomes, who was circling the roof menacingly. "Impressed yet?" the villain jeered. "I've been scavenging technology from some of the other criminals you've taken down. I pried these sonic emitters from Silvermane's armor. And here's a little something I recovered from the glider of that vile Osborn..."

As Spidey backed away cautiously, Vulture pulled to a hover, held out his hand, and tapped one finger to his palm. A small, bronze sphere was released from his large, armored sleeve and into his hand... and he threw it at Spider-Man. Peter panicked and jumped aside; even as much as it had been modified, he knew a pumpkin bomb when he saw one. The grenade exploded against the roof in a familiar plume of green smoke, but instead of the laughter-like screech they used to give off, this bomb made a sound like a raptor's cry. The force of the blast threw Peter aside as he shielded himself from shrapnel with his arms. Relentless, Vulture kept up the attack, tossing more bombs as he flew after the retreating Spider-Man, who webbed up to a roof to avoid the explosives.

Spidey jumped aways along the roof as one of the explosives detonated against the edge, creating a huge burst of smoke. He spared only a second to turn and look, spotting the plume and coming up with a plan on the spot. Peter fired a webline forward, onto a crane overlooking the street, and then let go, the web swinging forward on its own to hang from the crane. He then sprinted to the right, still hidden by the smoke cloud, and hid behind a helicopter pad that was situated on the rooftop. It was just in time, as Vulture swooped over the cloud and looked around, spotting the web and assuming that Spider-Man had swung from the crane. Grinning, he prepared another bomb and flew after to search for his prey, unknowingly soaring right over the real target.

Peter watched from the shadows as the maniacal bird-man glided across the street, and exhaled in relief. _I'm safe for now. But there's a new, upgraded Vulture calling the shots for one of the worst gangs in town... and that is not good news._ Peter left his hiding place and doubled back, returning to the bank, only to find that Vulture's henchmen were already gone.

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Peter's mind was very occupied on the bus to school the next morning. Sitting in an uncomfortable seat made of some sad parody of leather, with his forehead against the cold window, he dwelled on the events of the previous night. _So Vulture's hiding out there, somewhere. He's got an entire mob under his command, and better weapons then before. Even if I can find him, how am I supposed to beat him? I mean, old puffin-face was never exactly the biggest baddie on the block... heck, in my very first big supervillain fight, I trashed him and the Enforcers at the same time... but with Goblin AND Silvermaine tech? Ay caramba..._

As the vehicle grumbled to a stop, the students got up and filed out, Peter still deep in thought. _Every time I beat him before, it was by shutting down his harness somehow... but without any obvious weakspots... I can't think of any this time… I could shred his wings again, but last time I had a helicopter to help with that…_ He descended the stairs of the bus, brushing past people without paying attention to where he was going. I _don't suppose I could just... punch him in the face? No, I'd never get close enough without him chopping me down to ten little spider-fragments with those wings of his..._

Peter took a seat on one of the low walls outside the school, staring at the ground and mulling the problem over while the crowd of students chattered on around him. _And how am I even supposed to track him down? Let's see... the last time I found the Master Planner where he lived, it was because I questioned that weirdo with the glasses. Man, if only I had wrangled one of those goons last night, I could have figured out where the old cook is roosting these days..._ Still wrapped up, Peter was barely conscious of the sound of the bell, standing up and grabbing his bag in an automated, zombie-like fashion while everyone swarmed to the doors. _I guess I'll just have to wait until they pull their next heist, and then I can... no. No! What was the one, important thing I decided over the summer? It's time to get serious. I'm done just stumbling into everything. I need to think more like a cop or detective. If I had been ahead of the curve like that last year, I could have prevented so many problems._

 _I am NOT sitting back and waiting for Vulture to make his next move. I am catching him. Today._ Peter stopped in the middle of the corridor, looking around at the other students hustling off to their first period classes. _But for right now, I have get to claAAAAH! The schedule!_ Had any of them bothered to slow down and look at him at this point, they would have found the sight quite amusing: Peter was standing in the middle of the passage, staring into space with his mouth hanging open. _I never downloaded my schedule... with all the Master Planner stuff, I completely forgot!_

He looked around again as the corridors began to thin out. "Well..." he muttered to himself. "Only one thing for it..." Peter took off, sprinting for the school library as fast as he could.

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In the cool morning sky, the Vulture soared, high above the rooftops. Had anyone else been gifted with the chance to fly free on this unusually beautiful New York morning, with clear, soft blue skies, they would have been enjoying the feeling of the wind on their face, and the view of the cityscape from high above. But Adrian Toomes didn't care. He had never found silly things like _nice views_ all that encapsulating, and had long since grown bored of the thrill of flight. No, on this morning, the New Master Planner found his mind frustrated and antagonized.

For hours and hours he had searched for that little vermin, all through the night, but could show nothing for it. Ever since hearing news of Norman Osborn's death and celebrating, he had been looking forward to seeing another old annoyance of his beaten and battered, and had been waiting patiently for the chance to test his new equipment out on Spider-Man's frail form. But now, tired, hungry and annoyed, he could only return to his base of operations and wait for his next opportunity.

The Vulture sliced through the air as he changed directions, banking north hard and flying between scycrapers towards his distant goal. He could see it now, some ten blocks away, a distance he would be able to cover in merely a couple minutes. Sighing, he tightened his wings to come in low and fast towards the abandoned clock tower.

The tower had been discretley refitted for Vulture's needs, including an open hatch on the roof that was the perfect size for him to land. Circling around the tower, he spied some of other modifications he'd made (anti-aircraft weapons, designed to target Spider-Man) and zeroed in on the rectangular opening. Hovering over it, he folded his wings, reduced his thrust, and allowed himself to lower slowly through the gap. He landed in the main upper room of the clock tower, where most of the actual clockwork had been cleared out to be replaced with computers, and the equipment to maintain the Vulture harness.

A few of Toomes' new employees were at work, helping to run the Master Planner's criminal empire from the monitors. As he raised his arms, the wings mechanically folding away for ease of movement, one of them, a scrawny man with a light-brown ponytail, came over to greet him. "Mr. Toomes, good to see you back. How did your search go?"

"Not well, Jenkins." Toomes growled irritably. "I'm afraid Spider-Man remains as slippery as ever. I'm going to go change; we need to begin planning our next job as quickly as possible. See that the armor is recharged and reloaded, you know the drill."

"I'm afraid there's something more, sir." Said Jenkins. "Our _ally_ is here to see you."

Vulture furrowed his brow. "Hmmm... what could he want at this hour? Perhaps it's finally time..."

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"Mr. Parker. Having endured two semesters of it already, I cannot tell you how _thrilled_ I am to start the new schoolyear, right off the bat, with you asserting very clearly that you intend to continue being late more often then you are on time."

Mr. Warren finished his sentence on a note of extreme sarcastic dryness as he and the rest of the class watched Peter make his way to his seat, feeling very exposed in the bright yellow classroom. "Er... sorry, sir, I wasn't able to download the new schedule, and..."

"All the explanations in the world won't help you learn faster."

"Right..." Peter shuffled onto his stool, staring hard down at the desk. Mr. Warren, pot-bellied and mustached, sighed and continued to address the class.

"Now then, everyone, I feel like we gained a lot of ground last year, and that makes me glad. That's no call to be complacent, however. Let's talk a bit about what we're going to be going over this semester."

Peter allowed his attention to drift for this part; he already had a firm understanding on what the year's material would be, and had other things on his mind to boot. He looked around the class and found, to little surprise, exactly the same loadout of students as last year's Biology class, including not only Gwen and Harry a few seats away, but the ever-lovable clique consisting of Sally Avril, Rand Robertson, Liz Allen, Kenny Kong, Glory Grant and Flash Thompson, now joined, somewhat atypically, by Sha Shan Nguyen. It took him a moment to remember that she and Flash were dating; in the back of his mind, he had filed that away as something that wouldn't last, and was surprised and somewhat impressed that the two were still together a summer later.

Peter shrugged the revelation off and redirected his focus to Gwen and Harry. Harry had just whispered something to Gwen, and she was smiling. Oddly, this almost annoyed Peter more than seeing her unhappy. He supposed that was probably jealousy, an emotion he'd been a bit out of touch with for a while. Internally, he knew he had to push that down and refocus. _Everything can't be peachy over there. I thought something seemed off even before Captain Stacy said the same thing._ He sighed out loud. _Oh well. I can focus on solving the Riddle of the Blonde Sphynx later. For now, it's back in school mode._

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Peter's first-ever Creative Writing class, occupying what had once been a free period, passed without much incident. The teacher, Ms. Donovon, went on at length about the importance of storytelling in human culture, and Peter was able to half-listen while he got a head start on some surprise Social Studies work from before lunch, and before he knew it, he was free as a bird to move on to the next class.

 _Well that wasn't so bad,_ he decided. _For nothing but a cheap cover story, I was worried it would be a lot more demanding. I can stick it out for half a semester or so, long enough to make the lie convincing, and then drop out and focus on something else. Easy peasy, lemon squeezy._

When the school day finally came to merciful close, Peter was finally able to switch gears back to his hunt for the Vulture. After calling Aunt May with a quickly-thought-up excuse about studying at the library, he found a secluded roof, changed into his costume, and swung off to begin his search. "Alright..." he said outloud to himself as he swung free through the overcast city. "Vulture. Vulture Vulture Vulture. Where do we find Vulture?" Over the summer, he hadn't managed to acquire any new information on the leftover villains, and he had the least on Vulture to begin with. "Don't know where he'd hang his probably very old-timey hat... his only buddies I know of are other MP goons... oh, duh!"

Between webswings, he facepalmed in midair. "I don't need to find the _Vulture!_ I need to find the _Master Planner!_ Zeroing in on a crime king like that should be easy if I just start from the bottom and work my way up..." He changed direction, heading for the nearest criminal hangout he knew of.

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The night had not proven to be fruitful, and Peter was in low spirits, not to mention exhausted, by the time he slipped into bed. He had searched the city from dusk until dawn, literally, but no matter who he questioned, and where he went, he turned up nothing on Vulture's operation. _Maybe tomorrow... or I guess today... will be better,_ he thought as he pulled up his covers. _I'm so tired... I could sleep for a week. Nothing like good ol' bed after a long night of Spiderman-ing around town...]_

Peter exhaled, and began to drift off to sleep...

...and his alarm immediately buzzed, indicating it was time to get ready for school.

"...I hate my life." He muttered.

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As anyone could have guessed, the second day of the school year was grueling for Peter. Barely able to stay awake in his classes, even after grabbing an extra dose of coffee more than once throughout the day. He allowed himself a power nap during his lunch break, sneaking into a janitor's closet in the hopes of recharging himself at least a little bit for his next night of crime-fighting; he knew this would help in the long run, but in had the disadvantage of making him even more lethargic during his afternoon periods.

Thankfully, nobody seemed to notice Peter's drowsiness or the bags under his eyes... until the end of the day, when he was passing down the corridor and happened to be stopped by none other than Flash, not accompanied by his usual entourage.

"Hey Parker! You okay?"

Peter turned to look at him, blinking in surprise at the show of concern. "Uh... didn't get much sleep last night." _Or any..._

"Aw, too bad. Listen, um... can I talk to you about something?"

This was familiar. Flash could be nice... when he needed something. Peter sighed. "What do you want?"

Flash blinked in surprise, and then shrugged in exaggerated confusion. "Pfft, WHAT? Who said I wanted something! Do I really have to after something to be nice to... um..."

Peter gave him a withering gaze, much too tired for this. Flash glared back, and then sighed. "Alright, look, dork. I do need your help. Again."

"I'll bite." Peter replied. "What could you possibly need from me? You seem to be doing pretty well for yourself right now. How's Sha Shan?"

"Great! And I mean... yeah, I guess everything's been cool, but I have... sort of a problem." He was beginning to move a bit shifty, looking around and rubbing his head awkwardly. "It's just, you know, after this year everyone's... off to college, and my guys are set on ESU..."

"Right, Kenny and Rand are easily in on a football scholarship, I bet." Peter pointed out, rubbing one eye. He really wanted Flash to get to the point.

"Yeah, for sure. I mean, Rand could get in anyway, but that guy loves the game. But with my knee..."

It suddenly dawned on Peter. The previous year, Flash had suffered a leg injury that put an end to his time on Midtown's football team. It had healed enough for him to move around unaided, but a severe injury like that at such a young age made football an unlikely prospect. "Oh, man..."

"Exactly." Said Flash. "I'm getting left behind. No football scholarship for the Flash."

"And with them all busy on campus, you'll really be alone." Said Peter. _Something I know a lot about at the moment..._

Flash grimaced. "Hey! I'm not here for your pity, man! I'm here for some of that voodoo you worked on Liz!"

"You... want to develop a crush on me?"

"What!? No! I want you to make me smart, like you did when you turtled her!"

"Tutored."

"That's what I said!"

Peter sighed again, rubbing his own face. "Flash... that's not how it works. I can't just _make you smart,_ it's not a POTION. You have to want to learn, or I can't help you."

"Does that mean you'll do it?" Flash asked, smiling.

"I think you took the wrong message away from that."

"Well sure I want it. I want to go to college with Kenny and Rand and Sha Shan and Liz and Sally. So are you going to help me, or not?"

"I'll... think about it? I guess?"

Flash put his hands in his pockets, seemingly satisfied. "Well alright then."

"Alright then." Peter parroted back. The two stood in silence for a moment, before Peter turned and walked off. _Man, what alien replaced him? Oh well. I can worry about Flash Thompson later, tonight I'm on Adrian Toomes time._

 _Riiiiiiight after I get some coffee._

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Coffee had certainly helped keep Peter focused on his task, but had unfortunately done nothing to make the streets any more forthcoming on information, and he was beginning to run out of options. As the sun began to set, he touched down on the side of a building, clinging to brick and giving himself a breather.

"Alright..." he said outloud. "What's next?"

Oddly enough, the universe seemed ready to answer him, as his phone rang. He checked it, expecting to see Aunt May's name on the screen, but was surprised to find that he was being called by Captain Stacy.

He answered. "Yello?"

"Peter, it's Captain Stacy. Listen, I need to talk to you about something important, would you mind swinging by the station?"

"Uh... sure, I mean, I guess I can catch a cab-"

"No, no, Peter. I mean..." Peter heard the captain sigh. "I mean... can you _swing_ over to the station?"

Peter felt a small stab of panic in his stomach. "Um... I'm not sure if I... uuuhhhhh..."

"Peter. Stop. We don't have time for this tonight. I'm sorry, but I need you to come over right now, rooftop, full costume. It's important."

He hung up, and Peter lowered the phone.

 _Well... that answers one question._

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Captain Stacy stood on the roof of his precinct, looking out from the edge with his hands in his coat pockets. He had only been waiting for two minutes, and already he heard a distinctive _thwip_ behind him. He turned to see Spider-man perched on a horizontal flagpole that stuck out from the taller building next door, the pole wobbling a bit under his weight. As it slowly came to a stop, Stacy and Spiderman stared at each other. Stacy raised an eyebrow expectantly, and Spiderman, after looking around to make sure no one else could see, removed his mask.

"How long?" Peter asked sadly.

"To your credit, since after Christmas. I dropped some pretty heavy hints."

"Yeah, I know. I just... denial, I guess?"

"A powerful force. Who else knows, in all? Your aunt?"

"No... um, speaking of which, you wouldn't mind?"

He held up a hand placatingly. "Your secret is safe with me, son. I think that woman's been through enough. But back to my question, who really does know, aside from me? I'd like to know what I'm getting into, here."

"The good news is, only one person. The bad news is.."

"Eddie Brock?"

"Eddie Brock."

"Sorry. I looked over his case file after he was arrested; I had already figured you out at that point, so it was a nasty surprise to find someone like him with that information."

Peter, who had just put his mask back on, cleared his throat nervously. "Um... sir, you know that he attacked Gwen at Thanksgiving because of me, right?"

"I had put that together, Peter, yes. We are going to have a conversation about that. But tonight, we have other problems."

Peter exhaled. "Right. What do you need?"

"Someone came in earlier, a professional con by the name of Leon Jackson. We don't have much about it, save for a few raps from other cities over the last eight years or so, and some possible sightings in other countries. But now, he's given himself up in the hopes of making a deal, and receiving protection. He says he has information about the Vulture's new operation, something that he claims will save hundreds of lives... but with a minor snag. He says he'll only talk to you."

"Me?"

"Spider-Man. He says that if we go after Vulture, we'll fail, and Vulture will kill him, but if it's you, Vulture will be stopped and he'll be safe. We tried to convince him otherwise, DeWolff being especially adament, but he won't change his mind, and to be honest, I'm not sure he's wrong."

"Oh. So no pressure, then."

"Obviously we can't bring you through the station to see him without causing a scene and most likely encouraging at least a few officers to try and arrest you, but if you're willing, I can arrange to have him brought up here to speak to you."

"Well... alright then. Bring him up."

Stacy nodded and headed through the door leading to the stairwell, closing it behind him and leaving Peter alone on the roof. Night was descending, and Peter's fatigue was beginning to return; he began to find it difficult to balance on the flagpole, so he descended to the roof.

It took quite a while for Captain Stacy to return, Peter sitting against the wall and nearly drifting off a couple times. When he finally heard the door open, he stood quickly, wobbling a bit as Stacy emerged, holding another man by the arm. The captain observed Peter's momentary lack of balance, while Peter observed Jackson: he was a man of medium build, and his age was somewhat implacable. He wore a dark jacket and jeans (not to mention a pair of handcuffs), and looked right back at Spider-Man with some apprehension.

"Spider-Man, Leon Jackson. Mr. Jackson, Spider-Man."

"You the real deal?" Jackson asked sharply. "You're not a fake-out, just someone in a Spider-Man suit? That's happened before, I know some guy tried to frame you!"

Peter assuaded the man's suspicions by reaching out and placing his index finger against the concrete wall, and then pushing with enough force to crack the surface.

Jackson sighed. "Alright. Vulture's got a bomb."

"What!?" Stacy asked.

" _A bomb?"_ said Peter.

"Yeah. Big one. City-block kind of thing. He's going to set it off tomorrow, between three and five'o'clock, near Grand Central. I have no idea why, I don't know what he gets out of it. But he was _very precise,_ any earlier would mess up whatever plan he has; one guy at the hideout suggested doing it at noon, Toomes flipped. Nearly threw the poor mook in a woodchipper."

"Jeez.." said Peter, a bit shaken. He had always known Vulture was a criminal, of course, but this was _dark_ by his standards. He couldn't imagine what the end game was... but then, he had no idea what Toomes really wanted anymore with Norman Osborn gone.

"This hideout, where is it?" Captain Stacy asked.

"The old clock tower, north end. The abandoned one. Vulture set up some kind of workshop in there, all scavenged tech he took from other big bads. You can't go up top, either, he set up these big guns... uh, you can't really see them from below, but they're there, and Vulture says they'll shred Spidey if he gets anywhere close to the clock."

"So I'll go in from ground level, got it. Anything else?"

"I mean... he's got about forty guys in there, shouldn't be surprising. Nothing aside from that, I don't think."

"Alright, I'm off." Peter turned to the edge and raised his hand to fire a web, but Captain Stacy spoke up again.

"Spider-Man, wait a second. I still want to talk to you, just let me take Jackson back downstairs.

After Jackson was returned to custody, Stacy returned to find Spider-Man still sitting on the edge of the roof.

"So what's up?" Peter asked.

"You shouldn't go tonight, son. You're clearly exhausted, you need a clear head before you rush into this."

"What? No, you heard him, Vulture's gonna... _blow up Grand Central Station,_ I guess, which... you know, WOW, but I really can't afford to stall."

"He's going to launch his attack tomorrow afternoon, that easily gives you time to catch eight hours tonight, and you'll be ready for him in the morning."

"But... he could change his schedule, or that guy could've been wrong about the time, or-"

"Peter. Listen to me very carefully." He put his hands on Peter's shoulders; it had been a while since Peter had genuinely felt eclipsed by and adult's authority like this. "I know you've beaten Vulture before, but he's never been ready for you like this. You need a clear head. You need to sleep tonight. Take a pill if you have to. Now, we know when his attack is coming. In case that information can't be trusted, I am going to post a couple uniforms outside the tower tonight, discretely, to watch over it. We'll try to verify activity inside. We'll watch the streets, the skies, and even the sewers. Toomes won't be able to get past us without us knowing, and if he does move, I can call you and wake you up. Assuming he doesn't, I'll call your school in the morning to make an excuse for you, and you can get a good breakfast, infiltrate the tower and capture him. You have help this time; you need to trust me, alright?"

Spider-Man thought it over for a second, but his brain was too tired to work... which, after a moment, made him realize the Captain was probably right.

"Okay... alright, I'll go home. Thanks, Captain."

"Any time."

Peter went back to the edge, prepared to fire another web, and then hesitated. "Aw, man!"

"What's the matter?"

"I signed up for that stupid Creative Writing class just so I could maintain a cover story with _you!_ I didn't even need to, you already know who I am!"

Captain Stacy couldn't help but smile. "Whoops. Sorry about that, I guess I should have come clean that I had figured it out sooner."

"Would've been nice. Well, I... guess I'm just taking Creative Writing now."

"Never hurts to have an extra career choice."

Peter shook his head and swung away.

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The next morning found Carter and DeWolff among the many officers assigned to watch the clock tower, seated in their police cruiser in the shade of an adjacent tenement. DeWolff seemed antsy, tapping her foot quickly.

"Stop it," said Carter.

"I hate this."

"I figured."

"I really wish we could just send in SWAT."

"We'd lose people."

She sighed and rubbed her forehead. "I know. You're right. I just hate having to rely on the Spider so much."

He shrugged. "It is what it is."

"I worry-"

"A lot." he interrupted.

"I [i]worry] about what this will do to the PD's rep on the streets. If crooks start to think they don't have to be scared of us, or worse, if civis start thinking they don't _need_ us... you know?"

"That's not going to happen. Besides, we all know the Captain's been coordinating with Spider-Man on this one. Kinda makes him auxiliary law enforcement, if you think about it."

She rolled her eyes at the stupid justification, but dropped it, gazing out the window, where she noticed something; a person perched on the rooftop. "Stan! _Stan!"_

He leaned over to look where she was pointing, and quickly clicked on his radio. "Cap, he's here. We got Spider-Man on site."

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 _Alright..._ Peter thought as he perched himself on the edge of an office building and looked across at the clock tower, _how am I doing this?_ He had never gotten around to coming up with a foolproof plan for dealing with Toomes, but he was no longer concerned with that; after all, his mind was refreshed, and most of his best ideas came to him in the moment. He looked up at the top of the tower; he couldn't see any mounted guns, but he had no reason to doubt that they were there. With that in mind, it seemed obvious that the best course of action was to go in from the bottom. He slung a web and sailed down to street level, landing quickly and shouldering his way through the door.

The tower's foyer was big and empty; he had at least been expecting guards. He looked up to see that the tower had a confusing and honeycombed layout. This wouldn't be as easy as simply climbing the walls straight up, but he could still do better than the spiral staircase he saw winding its way upward. He webbed to a second-story balcony, leaped to the next one up, and finally heard yelling and loading weapons: the unmistakable sounds of the wild, undomesticated street thug. They burst through a door to the stairs, and the fight began.

Peter didn't have much trouble with the henchmen on his way up, as there weren't as many as he was expecting. The bigger threat came from above. The spider-sense flared to warn him a moment before a glimmering grenade came tumbling down the main shaft, and he was able to leap safely to a high balcony before it blasted two staircases to burning shreds.

"Hey, Mulchy Vulchy, that you up there!?"

"Naturally!" came Toomes's voice. "If you want the bombs, and the _bomb_ , to stop, then you're going to have to come and get me, Spider-Man!"

"Ah, you always did know how to butter me up, y'old softie!" Not keen to keep the Vulture waiting, he webbed his way further upward, landing on another balcony that connected to a small passage.

Standing, Peter looked straight up; he could see a narrow crawlspace he could easily make his way up, but as he stopped to listen, he could hear the Vulture chuckling and priming another grenade from above. He instead looked to the corridor before him. Figuring a bit of overhead cover was ideal, he walked through quickly, finding another, seemingly empty, staircase, with a lot of plastic curtains around to indicated recent construction work. He looked around at the shimmering curtains; the gleam of the light reflecting off of one was nearly painful, and he had to stop for a moment to slip his hand under his mask and rub his eye. For a moment, he felt slightly queasy out of nowhere... but the feeling quickly passed.

He checked the time on his phone and realized that this was taking longer than he had expected, so he hustled, leaping up the stairs quickly.

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Peter burst into the main control room; where most of the monitors had been powered down and staff cleared out. Only three people remained: two henchmen carrying machine pistols, and Jenkins, who was typing at his desk as quickly as he could. The two goons naturally raised their guns, and Spiderman naturally webbed them away, before turning to Jenkins, who was about to say something before Peter simply shot a web and used it to pull his head down into his own desk, knocking him out. The two guards, having processed the loss of their weapons, made to rush Spiderman... before there was a high-pitched shriek, and an orb of sonic force blasted the duo through the clockface, shattering it and sending them falling.

"No!" Peter yelled, diving after them. He fired two webs quickly, catching them both before they could gain much velocity, and braked his feet against the edge of the building.

Unfortunately, before he could do anything else, the spider-sense provided him with a warning that was too late to heed: the Vulture, having been perched up in his entry hatch, swooped down and kicked Spiderman hard in the back, knocking his wind out and sending him falling. As he descended, he realized he had lost his grip on the two webs, so he quickly fired two more, grabbed them both with one hand, and twisted around to attach a third line to the tower... which was immediately slashed by a cackling Vulture. "OH COME ON!" Peter yelled, restrategizing on the fly. He decided to let himself fall, while turning and shooting his web forward instead, into the opposite building. Toomes didn't have time to reach this one, so Spidey was able to swing down slightly and quickly toss the two goons into an awning.

But even _that_ respite was short-lived; Vulture simply threw another feather into the line, severing it as well. Peter didn't have time to recover, and smashed into the building shoulder-first and hard enough to smash a depression into the concrete.

"...Okay... ow."

He didn't even need the spider-sense to tell him what was going to happen next, as he quickly pulled himself free and swung to the side just in time as a grenade flew down and blasted an even bigger hole over the hole he had vacated. _Alright, time to do what I do best and get the old goat's goat._ As the two began a game of keepaway, with the Vulture sending out feather blades, sonic blasts and grenades and Spiderman dodging them all. "Gotta say Toomes, machine guns on the base? You're really falling into full-blown 'get off my lawn' mode. And honestly, this is sad. You used to be some brilliant engineer, and now you're reduced to just copying other, smarter baddies' tech? You're really taking the whole scavenger gimmick a bit literally."

Toomes simply laughed the taunt off, continuing his attack. "What is this? You seek to insult me? Yes, Spider-Man, I am a scavenger, and I always have been. Long ago, Norman Osborn bestowed me with the title "buzzard". Even then, he equated me to a carrion bird." He ceased his assault for a moment, hovering and glaring down at his enemy. His tone became threatening and dark. "But vultures are survivors. They exist far and wide across the world, scratching out a living in even the harshest of environs. I adopted the name, and proudly, because I too am a survivor. I will endure long after all my enemies are gone. After Osborn. After you." His eyes shined as he smiled. "I am proud to be a Vulture."

He flung another grenade, and Peter got moving again. _Okay, is he getting crazier or am I just getting worse at trash talk? Whatever, gotta think of something else..._ The previous arrangement continued, grenade, dodge, feather, dodge, sonic blast, dodge, all while the two combatants' path spiralled up the tower, higher and higher above the street. His mind raced. _Cowl, won't work. Shut down his tech-flight, won't work. Electrocute him, won't w-_ His spider-sense exploded, one of the biggest surges he'd ever felt, and time seemed to slow down. For three and a half precious seconds, Peter could feel everything that was happening around him: he was at the top of the tower, holding a web attached to the spire, while some terrified pigeons scattered nearby, and another grenade slipped into the Vulture's hand, and wind rushed at high speeds... and a large, automated machinegun, affixed atop one of the tower's gargoyles, swiveled on hydraulics and targeted Spider-Man.

 _NO!_ Peter barely reacted in time, letting go and firing another web down towards a lower window before pulling hard, yanking himself downward just as the weapon began loudly shooting. He could _feel_ the slipstream of one of the rounds as it sliced through the air less than an inch over his back. Thankfully, it fired its burst and he was out of reach, sailing downward out of the line of fire. "What's the matter, Spider-Man!?" The Vulture taunted as he fell free, "Not afraid of a few armor-piercing rounds, are you!?" It was all too obvious now that Toomes had been flushing him upward into the killzone, and he felt a bit stupid for not catching on ahead of time. He easily webbed his way to a ledge safely, and took a moment to swap his web-shooter cartridges and think while Vulture circled back around.

 _I'm not going to be able to gain any high ground on him like this... how are those things even targeting? They can't be manned, because I left the control room empty, so some kind of tracking software... infrared? No, that's dumb, they'd shoot Vulture too, not to mention every passing bird and helicopter. He'd need to program them to target only me somehow._ With his work done, and the sound of his enemy's tech flight approaching, he got moving, swinging around the tower to stay out of Vulture's range. _Best guess is it's visual. It can't be shape-based, because Beaky would have to know my exact size measurements, and that would be creepy even for him. Color maybe?_ He considered that for a moment, looking down at his own costume. _Bright red and blue... as long as there's no American flags at that height, that could work... but I can't just take my costume off. Douse myself in paint? No, that's... that's really, bonus, extra stupid._

Inspiration struck. Suddenly, Peter knew what to do. He let go of his current web, letting it swing ahead without him, and fell to a shady ledge, carefully creeping back into the corner to go unseen. Vulture wheeled around in pursuit, following and spotting the web. Assuming Spider-Man had gone that way, he flew after, and Peter was granted a few free moments to set up his plan. "Man, fell for the same trick twice in a week... 'Master Planner' my tucus..." He swung down towards the street, looking for cops, and spotted the barricade that was being set up in the intersection.

"Remember, I want our boys minding the perimeter from at least twenty yards back, SWAT can get into position any time they like," Captain Stacy called out as several of his officers shepherded civilians away and put up the dividers.

Carter pointed upward. "Cap, heads up!"

Stacy looked as Spider-Man descended with his signature _thwip_ noise, landed perfectly, and jogged over without missing a beat. "Spider-Man! What's the situation? Anything you need?"

"I need your jacket!"

"My... wait, what?"

Peter snapped his fingers impatiently. "Your jacket, the one you're wearing, hand it over, gimmegimmegimme!"

Though confused, the Captain complied, shedding his blue jacket and handing it to Spider-Man, who immediately jumped up and webbed away without another word. Carter gave Stacy a quizzical look, and Stacy merely shrugged.

The Vulture, meanwhile, had caught on that he had been duped, and was now hovering high above and scanning the city below for any sign of his prey. He finally spotted Spider-Man, carrying some flapping blue object and swinging up the tower, and attacked, divebombing towards the hero. He was running low on ammunition, as well as power for the sonic device, so he simply bared his bladed wings and went in for the kill. Spider-Man, meanwhile, had landed on the side of the tower, and while clinging there began waving the jacket with his free hand. "Ole!"

While Vulture speed up, Spidey leapt from the wall again and webbed up to Toomes, pulling himself towards him. Vulture swiped with his wing, but Peter managed to flip over the attack and land safely on Vulture's back.

"Trying that again!?" Vulture laughed. "I thought you were more adaptable than this!"

"What can I say? I don't like change. I stick with what I know. But you on the other hand? Beaky, I think you're overdue for a makeover." Acting quickly as Vulture tried to shake him off, he reached down and webbed Captain Stacy's jacket to one of the Vulture's wings, covering up the dark green part. With that done, he webbed away again.

"Huh?" Vulture asked, looking at his newly-clothed wing in confusion, before he was suddenly struck in the back of the head by one of Spider-Man's solid web bullets. "ARGH!" Spidey kept up a barrage from above, and Vulture angrily swerved to go after him, prompting Peter to flee by web-lining upwards towards the top of the tower.

They ascended quickly, but Spider-Man was smart enough to stop short of the guns' radius this time, webbing up to the bottom of a gargoyle and hanging from it. Vulture rose up before him, giving a nasty leer and spreading his wings. Hovering in place and slowly rising, Vulture grinned. "And tell me, what exactly do you intend to do now?"

Peter shrugged. "Meh. I'll wing it."

The anti-aircraft weapon on this side zeroed in on Vulture's right wing, locking on to the combination of the blue jacket and red metal accents. It opened fire, and the armor-piercing rounds tore through the wing and shredded it along with the jacket.

"AUAAAAAGH!" Toomes howled as he spiraled out of control, spinning towards the streets below. As soon as he was low enough, Peter webbed down to him and grabbed hold, before webbing over to the nearest convenient rooftop, guiding Vulture into a nice, controlled crash.

Vulture slid to a stop on the roof, grunting in pain as his demolished wing sparked. Spider-Man landed neatly, and crouched down next to the old-timer. "Heh, get it? I said I'd _wing_ it."

Toomes gritted his teeth in a glare, and tried to swing his other wing to attack, but Peter easily webbed it down to the roof.

"Be quiet, you insufferable little- mmph!" The elderly scavenger was cut off as his mouth was webbed up.

"Oh, Beaky, I'm sorry, I didn't mean that! Please, what were you saying?" Spidey reached down and tore the web off.

"I said that I'm not- MPH!" His mouth had been webbed again.

"Oh, man, I'm so sorry, I can't help it, it's like a compulsion..." he kept webbing Vulture up, encasing him in a nice, snug cocoon. "Aw, sorry! Sorry, Beaks! Aw man, I'm sorry, the compulsion, it owns me..." he reached down and picked up a webline, tossing it over his shoulder and using it to drag the villain away. "Tell you what, let's get therapy together! I can learn to stop webbing people up, and you can learn to stop being a scary lunatic who dresses up like a parrot."

"VMMMPPHHRRR!"

"That's the spirit! If you keep up that positive attitude, there's nothing you can't achieve!"

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Peter wouldn't have believed it possible, but his day actually got busier from there. He made it to school for the afternoon, and had to make the rounds to his usual morning classes between periods to pick up the new assignments, and all that after having to hectically find a place to change from his costume. When the bell finally rung, it still wasn't over, as he felt the need to debrief on his misadventure with the Vulture. Scrambling to change back, he swung across town to make his way to the precinct, scurried down the wall to the window he knew led to Captain Stacy's office, and carefully looked in. When he was sure the captain was alone, he opened the window and slipped inside.

"Peter." Stacy said calmly, without looking up from his paperwork. "Figured you'd appear about now, though you know you could have used the front door this time."

"Force of habit."

Stacy turned to face him. "So I guess I'm not getting my jacket back."

"Nope. Sorry."

"My badge was in there. I have to pay the department to get it replaced."

"I'm sorry, I'll pay for it, I-"

Stacy smiled and held up a hand. "It's fine. I should have taken it out of my pocket before I handed the jacket over."

"So... how'd we do?" Peter asked.

"Very well... after a fashion. I think it goes without saying that Grand Central wasn't destroyed in an enormous explosion."

"Kinda feel like I would have heard."

"...And, Adrian Toomes is on his way back to out-processing, with a cozy Vault cell waiting for him."

"So it looks like we wrapped everything up?"

"Well... not as such." Stacy linked his fingers pensively. "Peter, there was no bomb. We searched the entire tower, top to bottom, and the station. No sign of an incendiary or gas device, or any of the materials to make one. And none of the Master Planner's crew you rounded up seem to know anything about a bomb plot. Toomes was clearly sticking to the bomb story at first, but he's clammed up hard, won't give anything."

"But... what about the informant?"

"That's the unsettling part. Mr. Jackson has disappeared, and none of the gang claim to have ever associated with anyone by that name. His records appeared solid at first, but closer scrutiny has indicated signs of falsification."

"This doesn't make sense... he knew where the Planner's base was, he knew everything, the guns and all..."

"Peter... something just happened here, and I don't know what. Somebody has some kind of plan, somebody smart enough to move pieces right under our noses. And unfortunately, it seems like we played right into it."

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A day later, Toomes found himself being guided into the out-processing center, having traded in his high-tech flight harness for a simple prisoners' jumpsuit. He was taken to his own gloomy cell and locked in, where he sighed and sat down on the cot, waiting. A voice spoke to him from the opposite cell.

"Hello, Adrian," said Octavius. "So good to catch up with friends."

"Otto!" said Toomes in surprise, standing up.

"You know, I don't recall giving you permission to take my title while I was in prison. And all this absurdity about a bomb..."

Toomes went to the front of his cell and looked out, making sure no guards were in earshot. "It's not what you think! It wasn't my idea, just part of the plan."

Octavius hesitated. "Plan? What plan?"

Toomes smiled. "You're going to like this."

AN: I'm not entirely sure if I'm happy with how this one came out... feels a bit slow to me, paced kinda funny and spends a LOT of time in Peter's inner monologue. Part of the problem is that parts of this chapter had to be written almost a year apart from each other, so a lot of my vision for it could have gotten muddled a bit over time. Oh well, eye of the beholder and all, so please tell me what you thought, and one way or another, I will, as always, strive to make the next chapter better. :)

Also, I'll come clean on a minor continuity mishap here: Greg Weisman, one of the producers of the Spectacular Spider-Man, has stated online that Octavius was taken straight back to Ravencroft after his capture on Valentine's Day, but by the time I had found that out, I had already structured the story to be reliant on his transfer to the Vault, so... yeah. Expect hiccups like that from time to time.


End file.
